Blood and Ashes
by darylsdiva1
Summary: Blade II/Walking Dead crossover. Written for the the Nine Lives Caryl Archive Halloween Challenge.
1. Chapter 1

_Blood and Ashes_

Set in an AU timeline equivalent to TWD S3B episode "Clear," at the end of October, about a year into the Vampire Apocalypse. If you haven't seen any of the _Blade_ films, NR is in the second (2002), playing "Scud" a scruffy genius hacker/inventor who works for the hero, a human/vampire hybrid who can walk in the daylight. True vamps (biters, blood suckers, or just suckers) can be killed by staking, beheading, sunlight and are poisoned by crosses, silver and holy water.

In this story, Merle is in his early fifties, Daryl is forty-three and Scud is twenty-two, but all of them are very fit and look and act younger.

 _I own nothing from the_ _Blade_ _or the_ _TWD_ _franchises_. If I did, Scud would have been a double-double agent and Caryl would be canon...

* * *

"Scud? Like the missile?" Beth asked, her eyes wide with interest, looking at the young man standing on the interior side of the gates of the all over cross patterned electrified wire fencing topped with silver tipped razor wire that protected the compound from the suckers.

"More like _Dud_ than Scud." Carl said sullenly. Ever since the Dixon brothers had shown up, sweeping in to save the day like fucking Underdog, his crush had been batting her big blues at the youngest one, the kid with the crazy hardware and the grunge slacker sex appeal.

"The Scudster understands your jealousy, little man." the new kid said, giving Carl an arrogant tilt of his shaggy head that only made him look cooler, "He has it all and the ladies all wanta piece of it." Scud took a cigarette from behind his ear, popped it in his mouth, lit it and then strutted over to the back of the dirt bike he had arrived on and pulled a small silver sphere out of one of the saddle bags.

"What's that?' Beth asked, ignoring Carl's spitting disdain to follow after Scud, standing next to him.

"UV grenade: pop it and it'll burn a sucker to ash. A gift for the sexy little hottie with the big blue peepers." he said so sweetly it made Carl's teeth hurt, but he saw Beth blush as she took the small metal device from the other boy, holding it carefully.

"She's seventeen." the low gravelly drawl broke over the three young people.

"That true, bro? This sweet sweet thing is still jail bait?" Scud said sadly, holding his hand to his heart, which was covered by several gaudy silver chains and a crucifix, looking over at the eldest of the three newcomers, a burly graying buzz cut military vet with several days of stubble on his jaw.

He was wearing two gun belts crisscrossed over his chest stocked with hardwood shells to fit the massive sawed off shotgun he wore across his back and silver bullets to fit the big Colt pistol at his hip. He was deadly with the guns, the number of biters he had taken out a couple of hours ago during the midnight attack on the prison testimony to that fact.

"Derlina's been chattin' up the merry widow what runs the place and he got the run down on all the pussy 'round here. Fucker called dibs on the silver fox already and brunette's with the Chinaman so I asked about Miss Fancy here. She got her some puppy love goin' on with Donny Osmond over there—ain't neither one of 'em old enough to vote _or_ fuck." the elder brother said, sounding mightily disgusted with the situation.

" _Merle!"_ Scud admonished his big bro, seeing the uneasiness in the girl Beth's eyes and the way she'd backed up and put her arm around Carl protectively.

"Shit, only reason we bothered to come here was to tap some grateful ass after we saved it from the Governor and his tribe o'suck faces." Merle grumbled. "I ain't been laid in so long that damn bitch of Daryl's is startin' to look good."

"You get your poxy dick anywhere close to Daryl's dog you know she'll bite it off." Scud warned with a chuckle, but then he frowned, looking around as if just noticing the dog was missing. "Where is she anyhow?"

"They got a _baby_ in there." Merle said, his voice taking on a tone of resignation. "Head woman Carol's carryin' it around and both Daryl and the dog is sticking to them like they's magnets; you know how they get."

"What does your brother want with Judith?" Carl said, suddenly brave at the possible threat to his little sister. Born by emergency c-section during the last attack at the prison a little over a month ago, her mother Lori's blood had sent the suckers at the fences that night into a frenzy, killing their friend T-Dog and Axel, the last of the original inmates. Lori also hadn't survived the delivery.

"That the vamp bait's name?" Merle asked with a snort. "Honest to Christ you people are the luckiest mother fuckers we've come across. You got a couple a'virgins and a _baby_ —enough blood of the innocent to gorge fuckin' Nosfertu hisself. No wonder the Governor's got a hard on for this place. Blade's gonna shit hisself when he gets here."

"Blade?" Beth said, scoffing. "He's an urban legend—made up by people who think there's some way out of this messed up world."

"Na uh." Scud said, blowing out a couple of smoke rings and grinning, proud of his trick. "He's as real as death... We _work_ for him..."

Merle growled at that characterization of the relationship.

"... _with_ him." Scud amended, "I built slaying gadgets for him and his buddy Whistler...then I found out the vamps had taken our brother Daryl for one a' their blood banks so we grabbed up big brother Merle and went after him. Had to make like I was an acolyte—you know, a familiar?" he turned his lower lip inside out to show them the tattooed mark there, "Got me inside. About that time all hell broke loose. I found out they were taking their plan to the final phase—we're just all cattle to them—Blade helped us get Daryl out, but it's been uphill against the butchers since then."

"They go to ground once they hear B's in town so we roll in first; try to give the local warlord a reason to stay topside: piss 'em off or lure 'em out and keep them interested in the local delicacies." Merle added.

"Is that what Daryl wants with Judith?" Beth asked, furious now, "To use her as _bait_?"

"Naw—Daryl, he's the sweet one. Got a soft spot for animals and kids." Merle explained, "Literally ran into a burning building to save that mangy critter of his. Trained her up to take down the suckers. Rigged up that rack so she can ride on his bike, takes her everywhere." Merle pointed to the side car on the big Harley that belonged to the middle brother.

"She was pretty awesome." Carl said admiringly. The big German Shepherd mix dog had been deadly in the fight at the fences. Her powerful jaws could literally rip the head off a vamp, killing it as efficiently as a stake through the heart.

"The two of them got this sixth sense about finding and saving helpless or _needful_ things..." Scud nodded, blowing out a big puff of smoke and then he smirked, tilting his head consideringly. "Your friend boss lady Queen Carol doesn't look too _helpless..."_

 _If he was into cougars_ , Scud thought, _he might've made a play for the silver haired hottie with the bangin' ass and still perky tits... Still, it was nice to see Daryl take an interest in something besides frying vamps for a change. That shit got monotonous if you didn't have some way to chill periodically. Daryl and Blade could both be tight asses about using their sexy sweaty muscle thing to lure in the babes if it was only him and Merle that benefitted from it..._

"Waste of a perfectly good opportunity lettin' him call dibs on her." Merle complained. "He ain't used his dick in the year since we sprung him from that abattoir; gettin' all emotional and shit coz' certain other people got themselves killed."

"They killed her right in front of him, Merle." Scud said, his mood suddenly serious, tossing his cigarette down on the ground and grinding it in with the toe of his boot. "That'd screw with anybody's head."

"Who?" Beth asked, all sympathy now.

"His wife." Scud said bleakly, still staring at the ground, "She was six months pregnant."

Merle made a disgusted noise and spit, the long stream arching out to land almost at Scud's feet.

"Watch that shit!" Scud bitched, dancing back and Merle grunted out a laugh.

* * *

"Let me hold her." Daryl asked again, keeping his tone even and patient. The woman—and hell _what_ a woman she was—was still frowning at him, but the child's fussing was threatening to turn into a full blown fit, which could draw more suckers to the compound.

Carol looked skeptically at the hardened warrior in front of her with the big dog sitting so patiently at his side, both of them looking at the baby with concern.

"You can't make her a bottle and keep her quiet at the same time. Everybody else is too busy checking the fences or too chicken shit about babies to help you." Daryl said and then held out his hands, turning his arms to show her how clean they were. "I washed up."

Carol raised an eyebrow, the amazing muscles on display in those tanned arms making her mouth go dry. The man wore a button down shirt with the sleeves torn off and she had a fanciful image of those arms just Hulking out as he flexed them to fire his crossbow like he'd done in the battle only a couple of hours ago. He and his brothers had appeared out of the dark, making the difference that allowed them to survive this latest attempt by the local vamp warlord, known as the Governor, to take over their sanctuary here at the prison.

Rick, Michonne and Andrea were overdue. They should've been back before sundown from their mission to the former sheriff's home town to hopefully find more weapons at his station house. Those three being missing had left them seriously low on man power. Post-battle, Glenn and Maggie were on fence patrol while Hershel was on tower watch; that left Carol and the two teenagers to contend with the Dixon brothers.

"Babies love me." Daryl said, his voice going all soft and gentle, as if he was trying to melt her resistance with its honeyed tones. As Judith's crying ramped up, his dog gave a little whine, staring intently at the baby.

"What's her name?" Carol asked, nodding at the big dog. She was missing part of one of her long pointed ears and had a slashing scar across her muzzle including a chunk taken out of her lip which made her look as if the fangs on the left side of her face were permanently bared. Yet her expressive eyes were liquid brown and her black brows drew together in what looked for all the world like a worried frown on her tan forehead.

" _Momma."_ Daryl said, one side of his mouth curving into a small smile.

Carol couldn't help but smile back at the ridiculousness of the name for so menacing looking a creature. She held her left hand out for the dog to smell, holding Judith against her shoulder with her right. The dog politely sniffed and then gave a brief lick and whine as Judith protested the change in position with the start of a sob.

Daryl gave Carol a hopeful look, holding out his hands for the baby.

"You hurt one hair on her head and I will _end you_ , Mr. Dixon." Carol said, her tone deadly serious.

"Yes ma'am, I surely believe it after seeing you in action." Daryl nodded admiringly. He'd watched this little woman wade into the breach in the fence, armed with a stake and machete, fearlessly defending her home, her toned body balletic and graceful, no wasted movements. Stake, turn, slice, behead, rinse and repeat. She was a survivor.

"And I know you're lethal." Carol said, that wary tone respectful. "I'm just hoping those wings on your leathers aren't just for show. You and your brothers saved our asses tonight like some sort of avenging angels and that earned you some trust, I suppose."

Daryl held his breath as she handed him the little girl she called Judith, hoping his baby whispering abilities hadn't faded with disuse. It had been a long time since he'd even _seen_ an infant this young. To the suckers the blood of the innocent was an aphrodisiac, a sexual stimulant more addictive than crack or meth. He'd been on the trail of a ring of baby snatchers when he'd been captured by the vamp Syndicate who ran the operation and then imprisoned at the blood farm from where his brothers and Blade had rescued him.

"I was a pediatric nurse." Daryl said, cradling the child. "Had been an Army medic in Iraq before that—saw action, got hit—wanted to do something to bring _new_ life into the world." he looked down at Judith, "And then the world fell apart."

He'd been a captive for a month, his high level of fitness and strong will to survive allowing him to last longer than most as his blood was harvested by the Syndicate machines, given barely enough nutrients to stay alive, suspended, sealed in plastic with a hundred other "donors" in a factory out in the middle of nowhere Georgia. Thanks to his little brother's inside contacts they had finally found him, destroying the facility, but in the process learning it was only one of thousands all over the world. In the weeks that followed, the global Vampire Apocalypse was set into motion, causing the collapse of civilization.

The day-walker, Blade, was their only hope. Only he could organize and rally the free humans who remained outside the control of the Syndicate to fight against them. The Dixons had thrown their lot in with him, searching out survivors and teaching them the new rules of the game. Vamps were all connected by bloodlines—if you killed the maker, the sire, all its children died as well. The end goal was to find the Paterfamilias, the _First_. Take him out, they all went down. As a stop gap, they tried to cut the head off any viper nests they found. Here in West Georgia, that snake was known as the Governor.

Carol watched him expertly hold the little one her best friend had died to bring into the world and felt a tug on an unused part of her heart. Since her daughter's death near the start of this horror show she hadn't let herself really _feel_ that part of herself any more. She didn't need it to get in the way of the hard decisions she had to make every day... but this man... this incongruously rough and gentle man was as dangerous to her heart as any bloodsucker.

" _That's right..."_ Daryl cooed, walking back and forth in front of the small kitchen area with a camp stove where Carol had moved to heat the water for formula.

Judith was staring up at him, seemingly fascinated by his voice. She reached up a chubby hand to tug on his chin whiskers and he chuckled, drawing Carol's eyes to the two of them. His slightly too long fringe of bangs hung into his warm blue eyes, his full on smile lighting up his angular face.

Carol sucked in a breath. _That was one seriously attractive man_. He looked like he'd stepped off the cover of some damn romance novel, Apocalypse Edition. When was the last time she'd even thought of another person in those terms? They'd all been too busy trying to survive...

Well, she would concede that Glenn and Maggie's epic love story of finding a soul mate at the end of the world had been _romantic,_ but such nonsense was for the young and beautiful. Men like Daryl Dixon looked for women like themselves, strong Amazons like Michonne or Andrea, not efficient little gray haired housewives.

"Okay if I check her over after you feed her? I really am a nurse practitioner."Daryl asked quietly.

"Hershel—Beth and Maggie's father—was a Veterinarian. He's our medical expert; says she's very healthy." Carol told him, mixing the formula with the hot water and shaking the bottle.

"I'm sure he takes good care of her, but there's subtle things with babies, developmental things I could check for you." Daryl said modulating his voice to one a baby would enjoy, slightly higher pitched than his regular one.

Judith leaned over his arm, noticing the big dog standing at Daryl's side, gurgling and reaching for her.

" _You wanna say hi to the puppy, huh?"_ Daryl asked in that same soft tone. He glanced up at Carol who frowned at him. She'd seen Momma in action against the vamps; as lethal as her master.

"She's gentle as a lamb with kids, I swear." Daryl said to Carol and then he made some sort of gesture with his hand and the dog sat immediately.

"The bottle's ready." Carol demurred, testing it on her wrist.

Daryl made another motion with his free hand and the dog lay down, her head pillowed on her front paws. He took two steps towards Carol, holding out his hand for the bottle.

Carol hesitated but then gave it to him, watching as he held it at the correct angle to keep air from entering, cradling Judith back in his strong arm.

" _You like that, sweetheart?"_ Daryl asked the baby, chuckling at how lustily she sucked.

"She's a good eater." Carol smiled. "Sleeps through the night too, most nights til her midnight feeding."

"Looks like her routine got thrown off tonight." Daryl said. It was nearing two thirty in the morning.

"They must have some familiars—acolytes to spy on us during the day. Knew we were short handed when they saw Rick and the others leave this morning." Carol frowned.

"Rick? He your man?" Daryl asked, wondering if he'd been wrong thinking... whatever it was he'd been thinking... what? That he was intrigued by her? Admired her strength and felt an undeniable attraction to her? Was that why he'd told Merle to back off, claiming her like some spoil of war?

"No. He's Judith and Carl's daddy." Carol said, looking amused but sad at the question, "Their mother was a dear friend..."

"She passed in childbirth. You said..." Daryl nodded, feeling awkward as hell.

"They'd been so lucky; all of them making it out of Atlanta alive." Carol said, with sort of a twisted little sad smile, gesturing towards the door, "Not many families are still together these days."

Her expressive face somehow told him that she had lost whoever had been her people, but she was happy for him that he still had his brothers.

Old enough to be Scud's father, Merle was the child of their father Tom's teenage tryst with a married woman, one of his high school teachers. Ten years later at 28 Tom married and had Daryl; twenty years after that he'd knocked up a cocktail waitress at his favorite watering hole and had Tom Jr., who Daryl's mother had taken in and raised after both the waitress and the boys' daddy had been killed in a car accident.

About that time Merle's mother was dying and so had finally told him who his real father was. He'd come looking for Tom Dixon, discovering his half brothers instead. The Dixon genes were strong as shit, and despite the fact that they each had different mothers the brothers looked a lot alike: the same blue eyes, high cheekbones, broad shoulders and lean muscular build.

Despite the differences in their ages, the brothers bonded, Merle and Daryl helping to raise TJ, who at age fourteen announced his name was now 'Scud' after his favorite video game character. Both Merle and Daryl had done stints in the service, but Scud had been a hacker, brilliant enough to get a full ride to MIT. A little too much weed and a chance encounter with two lady vamps who tried to make him a main course had led to his rescue by the mysterious Blade, changing the course of all of their lives.

"This world now... it just consumes you... if the vamps don't get you the grief does... it burns you out from the inside..." Carol said, her cool haunted blue eyes burning into his, searching into his soul to see if he felt the same.

Daryl understood her perfectly. Maybe that was the attraction.

" _Hey..."_ Daryl said gently, moving to stand in front of her, his hands still full of the little one, leaning close, their eyes still locked, _"...we ain't ashes."_

He felt her hand on his forearm then, a slight squeeze and tiny uplift of her lips acknowledging what he'd said. He stared at them, leaning even closer, drawn in by that moment of shared understanding.

A fussy noise from Judith drew both their eyes down to her. She had finished the bottle and was turning her head from side to side trying to spit out the rubber nipple. Daryl pulled the bottle back and handed it to Carol who set it on the counter behind her while he lifted the baby to his shoulder and started rubbing patting circles all over her back.

After her comically large belch, which made them both grin; Daryl did a quick exam of the sleepy child under Carol's watchful eye, and pronounced her remarkably healthy. They put her in her cradle, a repurposed post office crate, and stood watching her sleep, the big dog acting as sentinel beside the table on which the crate sat.

"Everybody's happy when their belly's full." Daryl said softly, caught by a memory of the phrase on the lips of the love stolen from him, their unborn child torn from her body, his fury baptized in the life draining from her, from _them_ , hot and sticky as she grew cold in his arms...

"Are you hungry? We have soup. I should've asked sooner." Carol said apologetically, putting her hand on Daryl's arm again in an unconscious gesture to get his attention. She was unprepared for the shudder that went through him at her gentle touch. He started to pull back, his head bowed and turned away from her, but she gripped tighter, forcing him to look at her. The tears in his eyes somehow told her everything. _He'd lost a child._

Carol carefully reached up and brushed the hair back off his forehead while he stood there, looking miserable and numbed. Standing on her toes she slowly moved both hands to the back of his head, drawing it close enough to press a kiss to his temple and then releasing him. Before she knew what was happening he had her crushed in his arms, his head buried in the nook between her neck and shoulder.

The big Shepherd dog whined softly.

Carol felt his tears hot against her neck and held him tight, giving and taking comfort from the embrace, her fingers gently running through his hair.

After a minute or two Daryl raised his head and started to apologize—he wasn't sure what had come over him; her calm sharing of his pain had let loose something in him that he'd kept buried, walled off since the start of this hell full of blood and ashes.

" _Shhh."_ Carol put her fingers over his lips and stretched taller again, looking at him intently.

" _Carol?"_ Daryl whispered. He felt her hand slide to cup his jaw and then she was kissing him, her soft slightly chapped lips warm against his. With a low groan he deepened the kiss, sure he'd wake up from this dream any second now...

" _Carol?"_ a surprised voice said from the doorway just as Momma started growling, her hackles rising.

Daryl raised his head and they both turned towards the speaker, a frowning man with a graying scruff of a beard and dark hair, followed by a fit looking dread-lock wearing African American woman with a katana in her hand, a concerned blonde woman with a rifle, then Merle, Scud, the two kids and finally, his boss, the Daywalker, all in black, Eurostyle wraparound Wayfarers hiding his eyes, two swords crossed on his back.

"Blade." Daryl said evenly, keeping his hold on a wide eyed Carol.

"Happy Halloween, Daryl." Blade said dryly in his clipped tones, one dark eyebrow rising above the top of his shades.

"I'd say that's definitely more _treat_ than trick..." Scud said thoughtfully, tilting his head at the couple, chewing on a thumbnail and then crossing his arms across his chest.

"About time." Merle drawled, winking at the older blonde, Andrea, who frowned, narrowing her eyes at him.

"You all right, Carol?" Andrea asked, looking Daryl up and down, her hand on the gun she held at her hip.

"I'm fine Andrea," Carol said, drawing herself up, her cheeks pink, but her gaze steady.

Daryl let her pull away, immediately missing the warmth of her.

"This is Daryl. He's a medic." Carol said, keeping her hand on his bicep.

"New way to take your temperature...with his tongue..." Michonne muttered under her breath, sheathing her sword.

Blade's cheek twitched, suppressing a smile.

"He was checking on Judith." Carol explained, causing Rick to rush over to the baby's makeshift bassinet only to be halted by the growl and snap of her new ninety pound guard dog.

Daryl made one of his hand gestures again and the dog backed up and sat down, still watching Rick like a hawk.

"She's fine, Rick—sleeping—and she ate well." Daryl said reassuringly, "You've got a healthy beautiful daughter."

Rick looked at him suspiciously and then motioned to Beth to come get Judith, asking the teen to take her and Carl back and lock themselves in one of the cells down in Solitary.

"Why are you all here?" Rick asked in a low angry voice once the children were safely away.

"Ain't it obvious? To steal all your _fine_ lookin' women." Merle deadpanned, blowing Andrea a kiss, to which she replied with a very rude gesture, making him cackle out a laugh.

"Shut the fuck up, Merle." Daryl growled.

"We heard you have a political problem." Blade said, drawing all eyes to him.

"Calls hisself the _Governor_." Scud said, snorting, "Must think he's the _shit_..." and then he added proudly, gesturing with his thumb at his boss, "but he hasn't met B., the _Emperor_ of kick ass."

"You're really him? _Blade?_ " Michonne asked, tilting her head at the man in black who dipped his chin in acknowledgement.

"And you're here to help us." Carol asked them all, "Why?"

"It's what we do." Daryl said and Carol gave him a worried but hopeful look.

"So you really have taken out whole nests before?" Rick asked.

"All up and down the coast." Scud said, counting them off on his fingers, "New York, Atlantic City, Dover—pushed inland at Savannah til we hit Atlanta, then we—"

"What do you _want_ from us?" Rick interrupted; still unwilling to buy that they were here just to help defend the prison. Everyone had an angle these days; hell, they always had.

"Keep breathing." Blade said dismissively.

" _What?"_ Andrea asked.

"Humans in the wild need to last past the day when we finally find and slay the grand daddy of 'em all." Merle said, "Stay alive, stay free and keep makin' more babies like Dick here." he slapped an unsmiling Rick on the back and then moved on to stand in front of Andrea and Michonne.

"We'd be happy to help with that last part too." The eldest Dixon leered. When each of them scowled and reached for their weapons he sidled up to Carol instead. "How about it blue eyes? Why settle when you can have the _original_ Dixon brother?"

Daryl waited to see what she'd do or say. Merle talked a big game, but he'd never hurt a woman.

Carol gave him the same up and down appraisal he'd given her and all the other women. Merle preened, turning all the way around, holding his arms out to the sides and then struck a GQ pose, his thumbs in his belt loops, one hip canted up, staring her down with his best smolder.

"Go to hell, Merle." Carol said sweetly.

"I _like_ her Derle." Merle smiled wide, "I surely do." he added, coming closer to her, licking his lips. "You sure you don't wanna share?"

"Carol, why don't you go relieve Hershel in the tower. I'd like him in on our plans with Blade and the Dixons." Rick ordered, stepping between her and Merle.

Carol nodded, glancing briefly at Daryl before she started walking for the door.

"Wait a minute—ain't she the one in charge here?" Scud asked, sounding perplexed.

" _Carol?"_ Rick asked, a bit incredulous.

"She ran the defenses during the attack—we just followed her lead—she took out at least a half dozen vamps all on her own." Daryl said admiringly. "Then she came in here and made soup for everybody and took care of your kids..." and then his voice went all low and warm, "...before reminding me of a few important things I'd forgotten..."

A dimple creased Carol's cheek, her eyes bright. Most of what she did for the group went unremarked. Clean clothes, warm food, the organization of their space and work details to maintain the fence and ensure clean water, all those logistics of daily life that were just as vital as Andrea's sharp shooting skills or Michonne's prowess with the katana.

Her weapon skills were helped by the dance training she'd had since her early childhood, something she'd been forced to abandon during her marriage until Sophia had been old enough to start hers and then they practiced together. Wielding a machete or a stake was remarkably easy if you had good balance and control of your body. Carol had learned the truth of that too late to save her daughter.

At present though, her body was betraying her every time she got close to Daryl Dixon; he made her feel like she was about to lose control, and all praise the Pointer Sisters, she _liked_ it.

"Yeah." Merle said, his gaze warm with admiration as he gazed at Carol. "Looks like you got a fine stable of fillies here, Dick, all them warrior women and just you, the Chinaman, a one legged old coot and a kid; but this here one's the _alpha_ , the queen bitch, and if you ain't claimed her yet, that's just too damn bad. Looks like my brother caught her eye."

If possible Rick looked even more incredulous.

"I just lost my wife—I'm not looking—this has nothing to do with _claiming_ someone!" Rick blustered. He took a calming breath, "Carol's been under my protection since she lost her husband in Atlanta; her daughter..." he paused, not wanting to cause Carol distress. Losing Sophia in the woods and then finding her turned had been devastating for all of them; he'd had to stake her himself when they'd discovered her feeding on Dale after attacking him when he walked the fence around the farm.

"She can take care of herself, Rick. She saved us all. At the CDC." Andrea reminded him.

"You went there?" Scud asked, his eyes going wide. They'd driven by the crater left when it blew.

"Heard they were working on a cure." Rick nodded.

"And?" Daryl asked, looking over at Blade. That was one of the reasons they'd come to Atlanta in the first place. The researchers at the CDC were supposedly working on a vaccine using the Daywalker's blood as a way to keep the bitten from turning.

"They were all dead—except one—and he was a crazy son of a bitch." Rick sneered.

"There's no cure." Andrea said flatly. "Jenner told us."

Carol gave her a loaded look, remembering that day, how Lori and she had begged for their children's lives, _"Let us keep trying!"_ and _"My daughter doesn't deserve to die like this."_ While Andrea had chosen to stay, to die in that millisecond it took for the blast to burn the air...

None of them had gotten what they'd wanted. Lori's days of trying were done, Sophia died in agony and blood, becoming a killer, and Andrea still lived, watching the rest of people she cared about die one by one.

"So you took them into a death trap and Carol got you out." Blade said with a measured look at Rick. "Sounds like you have a funny definition of who's the best leader around here."

"I've kept this group alive since we left Atlanta!" Rick said, stalking closer to Blade and tilting his head to the side in seething anger.

"Tell that to Jim, Jacqui, Otis, Sophia, Dale, Patricia, Jimmy, Shane, T-Dog, Axel and Oscar," Andrea said dully, narrowing her eyes. _"... to Lori...to Amy_."

" _Andrea!"_ Carol protested. "You can't lay all that at Rick's feet."

"How many people did _you_ lose today?" Daryl asked Carol.

"It's not the same." Carol demurred, shaking her head at him.

" _How many?"_ Daryl asked, knowing the answer was none.

"I had help—I had you and your brothers." Carol said, "When they saw you come in they pulled back."

"They did, didn't they?" Daryl said, suddenly looking uneasy. "Damn it!"

"What?" Rick asked.

"You said they been watching this place—they got familiars, scout you in the day? Any of them defected from here?" Daryl wanted to know.

"No. All the prisoners and those we lost in attacks here and back at the farm are dead and ashes." Carol said frowning at him.

"They got any of your people been _turned_ with them?" This Daryl addressed to Rick, "People that know how you think?"

Rick swallowed and looked at the floor.

" _Rick?"_ Michonne asked, coming closer and taking his arm a bit roughly when he didn't respond.

"Shane." Rick said looking sick, "He was my partner on the force, my best friend..."

"You told us he died in the attack on the farm." Andrea said, incredulous, "You lied?"

"He tried to take control of the group... lured me out to kill me the night the suckers attacked...they got him...I had to get Carl and Lori out of there..." Rick said, pleading for understanding.

"So he could be out there—he could be with this Governor?" Carol asked, furious. "How could you keep something like that from us?"

"Too late to care about the past—all we got is now and _right_ now I think we're _fucked_." Scud said with disgust.

"It's a trap...for Blade or for Rick I'm not sure, but they staged the earlier attack to see who was home or to get us in here." Daryl said with surety.

"Or both." Merle agreed, looking at Rick and spitting onto the floor in disdain. "Shee-it, Officer Friendly."

"We've still got a few hours before dawn." Blade said. "If this Governor's as canny as we've been led to believe and he has inside information, he'll hit us again tonight."

And like summoning the devil, the walkie on the counter went off, Glenn telling them they had movement by Tower Three.

Rick looked broken, guilt and remorse rendering him hardly able to raise his head.

Everyone looked to Carol and Blade.

"You have more of those UV grenades?" Carol asked Scud who nodded. "You and Andrea take a few to Tower Three and back up Maggie and Glenn; but that's probably a diversion—they'll most likely try and come in through the Tombs so even if they get caught out after dawn they can hide underground."

"Where I just sent the kids." Rick swore, sounding sick, looking towards the large barred door.

"Can you handle holy water?" Carol asked Blade who nodded. He'd get a rash, but it wouldn't kill him.

"Use the sprinklers if they get in." Carol told Andrea who nodded in agreement. Hershel had been working on using rosaries to turn the fire suppression system supply into holy water as a measure of last resort.

Andrea headed for the cisterns to turn on the pumps.

"Let's go." Blade said, striding across the room, followed closely by Michonne, Merle and a chastened Rick, grabbing weapons as they went.

"We need to make sure the main gate is secure," Carol looked at Daryl. If the repair to the earlier breach there failed they'd be overrun.

"I'll back you up." Daryl nodded, signaling to his dog to go ahead and scout the hallway and then was stopped in his tracks when Carol grabbed the front of his vest and pulled him in for a quick hard kiss.

"Just remember—stay safe—we've got unfinished business after this." Carol smiled, picked up her red-handled machete, slung her bag of sharpened stakes over her shoulder and led the way.

"I got nine lives, sweetheart and I ain't used up but two of 'em." Daryl grinned and followed her out the door.

* * *

AN: This was a lot of fun to write! I adore twitchy little Scud and was terribly bummed at what happened to him in _Blade II_ so enjoyed the chance to rehabilitate him here.

This version of Carol does channel a bit of S4 & S5 Carol, but she was moving towards it with her advice to Andrea about the Governor & her deleted scene with Merle all the way back in S3.

Thanks to Jessa for the advice that brought vampire Shane into the mix to amp up the danger from the imminent attack.

Thanks for reading! Love to hear what you think.


	2. Chapter 2

For FM, Liddy, Vickih, lovesdaryl, and subversivegirl, who asked for more.

The attack on the prison continues.

Warning: Sexual themes and allusions to torture.

* * *

 **Woodbury, GA : 10:31 p.m., All Hallow's Eve**

"No. You can do what you like with the rest, but after the second wave the child is _mine_." the dark haired man said, his black eyes gleaming. His strong profile could've belonged a Roman legionary, inherited from the conquering ancestor who'd taken the wife of the blue eyed Celt warrior he'd cut down for standing in his way.

"You led us to them; seems a small enough spoil if I am to have the Daywalker. You may have your pick of the rest as well to sate the carnal needs such pure blood will incite." Philip Blake, known as the Governor, acceded, a hint of lust in his smile.

"You mistake me. The child _is mine_ ; conceived before I was turned. _No one_ is to touch her but me." Shane ordered.

"You want to drink your own child?" Milton Mamet, Blake's milquetoast looking acolyte, asked with disgust, pushing his round wire rim glasses up further on his nose.

"She is my daughter, taken from me by Grimes like everything else. I will have my child _and_ my revenge." the second in command said, his eyes flashing red, a predator in the dark, as he turned abruptly away and strode away to bark out commands at the men in khaki green, turned soldiers, loading the vehicles for the attack.

"Why do you put up with that from him?" Mamet asked, truly puzzled as to why his master needed the former deputy around. He was a hot head, a loose cannon.

"Milton, you act like you've never been on clean up detail in my chambers." Blake said with an air of weary ennui, his lazy gaze on Walsh frankly admiring his muscled torso shown off so nicely by his tight black t-shirt and his hard tight ass in the black jeans over the sharply pointed cowboy boots.

Milton shivered. The aftermath of Blake's orgies was something that he'd only had to deal with twice, back when he'd first arrived, before he'd proved himself more worthy for his scientific knowledge. He preferred his vivisections under the more controlled conditions of his lab with his assistants tasked with disposing of the results.

The Governor was an insatiable sexual sadist, constantly on the prowl for the blood of the innocent with which to sate his thirst. His human partners never made it through the night, often drained and then torn apart limb from limb. He'd always invite one or two fellow suckers in on the "fun" so he'd have someone who could stand up to his excesses. His last lover, Rowan, had been killed thwarting an unsuccessful escape attempt by some human prisoners and he'd been on the prowl for another who reveled in the same sort of debauchery they'd enjoyed.

An image of Walsh and Blake, their ithyphallic nude forms covered in blood, grappling for dominance like Greco-Roman wrestlers made Milton swallow hard and look away.

The implication that his newest favorite partner was Walsh shouldn't have surprised Mamet, but he _was_ surprised by the stab of jealousy that went through him. He never had any real sexual desire for anyone or anything and thought he was above such petty emotions, but the desire for _power,_ to be seen as an equal, someone worthy of the Governor's attention was his deepest need. He'd do anything for his master, had begged to be made into a vampire, to be turned, but Blake needed him to be his eyes during the day and always refused.

"Is that why we're attacking this prison? So Shane can take revenge on his former friends?" Milton asked petulantly.

"We're here because the Syndicate's bounty on the Daywalker and the Dixon brothers will keep us in blood and virgins until the end of time. Letting Shane have his fun is just a bonus." Blake said dismissively.

"I'd like a sample of his blood." Milton said thoughtfully. _"Blade's."_ he clarified.

Blake raised an eyebrow.

"If I can synthesize a serum; it could possibly help reverse some of the damage to..." the scientist let his voice trail off, wincing as he saw the hopeful look in his master's eyes.

"To Penny." the Governor finished. His young daughter had been turned first, but was one of those small percentage in whom the process went wrong. Her brain had been deprived of oxygen too long and she was more feral dog than anything resembling the inquisitive ten year old child she had been in life. She had attacked and mutilated his wife, her own mother, ripping pout her throat in her blood lust and then tearing her head from her body. In his despair over their loss he had let her kill him as well. He awoke, changed, to a new existence, more powerful than he'd ever imagined

Blake put his hand on Milton's shoulder and gave him a terrifying smile, fang full, as he nodded.

"You'll get your sample and more." The Governor leaned close, his lips brushing the scientist's ear, "If you can bring her back to me, I'll _make_ you."

* * *

 _ **Halloween, 2:40 a.m.**_

"Glenn pointed out the cross pattern in the wire; Axel knew how to use electroplating to bond the silver to the razor wire." Carol told him. "It's been a good barrier up to now...but the attacks were mostly from roamers—small bands of a few newly made vamps with no real power behind them."

So many had been turned in the first heady wave of freedom for the suckers to live openly, that their sires just set them free on the human populace like wolves.

"Axel, the last prisoner? How did you lose him?" Daryl asked quietly, checking the reinforcing double layer of the special wire on the gate for any gaps or cuts.

"We were out on a run, before Judith was born, looking for baby supplies, him, T-Dog and me. Ran into a nest in the store, had to hole up and didn't get back until after dark. They caught us outside the gates—Lori was already in labor inside—they kept them off me while I got in, but then they were swarmed." Carol said with regret, adding. "We made sure they wouldn't turn."

"They were good men." Daryl nodded as they took up defensive positions behind a bunker barrier made out of old file cabinets, the drawers filled with dirt. Daryl raised his crossbow into position, making sure his double size quiver of bolts was to hand.

"They were family." Carol said simply. Losing three of their group in one day had been a horrible blow. Rick had lost his mind for a time and she'd had to pick up the slack until Andrea and Michonne had found them. Glenn was clever and brave, but young and at times rash; Hershel was wise and capable, but at the time was still recovering from losing his lower leg soon after they'd arrived at the prison to a cut that had gone septic, both of his daughters preoccupied with worry for him.

She wondered if someone like Daryl had been with them then if things would've been different, if she hadn't had to step up the way she had if she'd still be like she'd been back at the quarry, a mouse afraid of her own, or rather her _husband's_ shadow.

The flash of a UV grenade detonating near the tower said that the suckers had shown themselves.

"You ready?" Daryl asked.

"Always." Carol said cheekily and grinned, lifting her sniper rifle, with its night scope and the specially loaded rounds of oak loaded silver tipped ammunition, hoping she wouldn't be reduced to using her stakes and machete. She looked at the broad shouldered man crouching next to her in the dirt and remembered the taste of him, the way his arms felt wrapped around her and vowed to live through this so she could have more than just that all too brief hot memory on a continuous loop in her head.

Daryl grinned back.

The loud sound of a large engine revving up and tires squealing as it barreled towards the gates had the big dog barking out a warning. Carol rose to try to shoot out the tires but Daryl pulled her back down.

"Wait—watch!" he shouted at her. About forty feet out the truck exploded in a burst of flame, shrapnel drifting down in a fiery metallic rain.

"Scud mined the road and yard with about a thousand of his little whiz-bangs." Daryl explained when Carol turned her shocked face to him. "They try to bring anything big in to take down the fences, they get taken down instead."

"Remind me to _kiss_ that boy." Carol said, shaking with relief. They lived in fear of just that—some warlord showing up with big artillery and taking out the fence and towers. Even something as simple as a ladder and then a blanket thrown over the razor wire was a constant threat so someone was always on patrol and in the tower, their precious generator power used to light up the night all around the fences.

"Well, _that_ ain't happening." Daryl snorted, referring to the idea of his brother—either one—getting within kissing distance of Carol.

"Here they come." Carol said, watching as a wave of suckers swarmed towards the gate, enough getting through the minefield by sheer force of numbers.

"Three hours 'til dawn." Daryl said, gritting his teeth. That's how long they had to hold them off.

"What's that... what's that noise?" Carol said, looking up as a steady _whoop whoop_ grew closer. Bright lights arced out from above, blood red, illuminating the yard, moving swiftly towards the compound behind the fences. With one missile it took out the guard tower in a flash of fire and debris, the screams of its defenders almost drowned out by the noise of the blades of the propeller. Vamps swarmed through the opening left by the destruction.

"Oh fuck—we gotta go, Carol!" Daryl yelled; shouldering his bow and grabbing her arm as she shook her head at him, looking disbelievingly at the helicopter that was setting down, its rotors whipping the air into a cyclone of loose paper and other light objects in the yard.

"No—we can't!" Carol argued, trying to pull him towards the tower, "I won't abandon them!"

" _Carol!"_ Daryl said, sorrowful but demanding, reaching out with both hands to hold her still. They had maybe a few minutes at best to try and escape this death trap.

"What about your brothers?" she yelled, desperate to find something to sway him.

"Scud's a cockroach—he always makes it out." Daryl bit out, dragging her towards his bike. Momma was already there, guarding it. "Merle's the toughest son of a bitch I ever knew—feed him a hammer and he'll crap out nails."

Carol looked at him disbelievingly.

"Blade—he'll protect your friends—" Daryl began.

Suddenly Carol stopped, whipped around behind them, and raised her rifle, firing at the encroaching line of vamps coming through the breach. Daryl picked her up bodily, letting her continue to take out their pursuers over his shoulder, giving them the time needed to make it to the big Harley. Momma jumped into the side car and Daryl dropped Carol onto the seat behind him. As he turned and hopped on she pulled the pistol from his holster, tossing the empty rifle in with the dog and kept firing, the silver/oak ammo at least slowing the suckers down if she missed a heart or head shot. She rarely missed.

The narrow path cleared, Daryl barreled through it, heading for the gate, partially open now, hanging on its track after being rammed by a half destroyed pick-up. As they whipped past, Carol looked over her shoulder at the helicopter, now resting in the ground and saw the creature that had once been Shane Walsh step down, a look of triumph on his coldly handsome face.

* * *

 _ **Safe House: 4:10 a.m.**_

" _We have to go back."_ Carol said, pacing the small enclosed space like a wolf in a cage.

"Still an hour and a half or so until dawn—and they'll leave familiars to guard it—they want me too; all the Dixons—he needs it for the full bounty." Daryl said from his seated position on the beat up old couch that was the only comfortable looking piece of furniture in the room. A small battery powered lantern gave off just enough light that they could see each other in the gloom. He broke off a piece of jerky he'd pulled from his saddlebags now resting on the floor next to him and tossed it to his dog. They'd hidden the bike in the garage of the house and then wiped out any trace of their entrance into it: tires tracks, foot prints, and the windows were blacked out as well.

The safe house basement was about eight miles from the prison in a small bedroom community that they'd scouted as an evacuation site. Anyone from their group who'd survived the attack would know to come here. So far they were alone.

"There are bolt holes, hiding places they could've gotten to inside. They could still be alive in there!" Carol said adamantly, still holding tight to his snub nosed pistol she'd grabbed in their flight from her home.

"We have to be _smart_ about this, Carol. We can't take on both suckers and people—we have to wait until dawn to do anything." Daryl told her patiently, tossing another jerky piece to Momma. The dog gobbled it quickly and then went over to Carol, bumping into the woman's thigh with her big head.

Carol looked down and sighed. She raised her free hand and placed it on the shepherd's furred hard head, trying to let the dog's Zen-like calm reach her. She was safe for the time being, they had survived against the odds, escaping the attack by the skin of their teeth and the speed of Daryl's souped-up bike.

Daryl watched her, watched his dog try to calm her, and knew she'd be up and out of here despite what he said if she started thinking too hard about that baby and those two kids. He needed to distract her.

"You should eat something." Daryl said, proffering the jerky and a bottle of water to her.

Carol shook her head no and started her pacing again, always circling back to the door.

Momma whined and looked at him as if she was asking him to do something to help the distraught woman.

"Hey...you mean what you said? Before?" Daryl said, tossing the food down and standing; taking a few steps towards her, "About unfinished business?"

Carol's head came around and she looked at him like he had lost his mind.

"Everyone we know may be dead and you want to...? _What?"_ she asked incredulously.

"I want to keep you from charging out there like we _both_ want to and get _ourselves_ dead. That's the first rule, right? _Don't die!"_ Daryl said, continuing to close the distance between them, his voice pleading with her to listen to reason.

"You know what they do to them..." Carol said, fighting the tears as she imagined the horrors the people she loved could be facing while she hid here, safe and sound.

"I know." Daryl said, nodding at her solemnly, tearing up as well. "What they did to my wife...our baby..." he paused, looking at her, asking permission with his eyes before he touched her, "... to your...?"

"Daughter... my daughter." Carol said, her empathy for his loss bowing her mouth into a grimace of pain, her hands rising to cover it while his arms went around her. She let him hold her, all of the pent up fear and frustration at their situation, at everything they'd been through coming out in a storm of tears.

When Carol practically collapsed against him, her body crushed under the weight of her grief old and new, Daryl took the gun from her, lifted her into his arms, carried her to the couch and then sat down, cradling her to his chest. Making sure the safety was on he put the gun on the floor and then he gave in to it as well, joining her, sobs racking them both until exhausted from the battle and the draining of their emotions, they slept, the guard dog watching over them, ever alert for anything that would harm her pack.

* * *

Carol awoke feeling warm and safe; a not too common occurrence in her life before or after the world went to hell. The warmth surrounding her was from the fact that Daryl was wrapped around her on the old couch like a comforter. It was still dark in the room, but she could also make out Momma still sitting at the door. She saw Daryl watching her, his face only an inch or two from hers.

"You okay?" Daryl asked softly, switching on the small light so he could see her face more clearly.

"Gotta be." Carol replied, staring at him unblinkingly.

Very slowly, Daryl closed the remaining gap between them, keeping his eyes on hers, kissing her gently. Carol allowed it, but didn't reciprocate. He lifted his head and sighed.

"We ain't dead." Daryl said with quiet sincerity, "Whatever happened; _happened_. We can start over."

"I want do." Carol said, and for the first time in a long time that was true. She was tired of just existing for other people. She kept fighting to stay alive after Sophia because the rest of them needed her, not because she had anything else to live for.

"Well, you can." Daryl urged her. "We both can."

Carol stared at him, at the rugged angular planes of his lived-in face, the shot of white amongst the red brown of his chin scruff... the bags under his knowing azure eyes that spoke of too little rest and too many cigarettes over too many years. They were neither one of them children who could afford the luxury of time, waiting to see if what they had here was more than just the moment's heat borne of loneliness and what life had dealt them. He was a good man—she knew that—and she wanted him. Why did it have to be more complicated than that?

Daryl saw something in her eyes, some softening there and leaned forward, touching his lips to hers again. This time she kissed him back, her hands moving from his chest where they'd been trapped against his body to slide up and find the snaps of his leather vest, the loud _pop_ as she opened the first startling him into pulling back, unsure if the action had been on purpose.

"I haven't done this in awhile, but I recall it's better with fewer of these." Carol looked up at him and then very deliberately unsnapped the second, making him blink at the sound.

"You sure?" Daryl asked, shifting so he could cover her small hands with his, holding them still.

" _Sure."_ Carol said, this time initiating the kiss, lifting her lips to his and he met them hungrily.

Daryl released her hands and his went to the hem of her shirt while she continued to unsnap his vest and then went to work on the buttons of his black shirt, pushing both off his shoulders. He reluctantly broke the kiss so he could sit up and shrug it the rest of the way off. Then she sat up too, stalled while she took him in.

He had what was colloquially called a farmer's tan—mahoganied arms and a deep V following the line of his shirt collar, but a pale as snow broad chest, pink brown nipples erect in the chill basement air. He also had several tattoos, one over his heart, a name, and a small devil on his bicep. Carol reached for his arm, tracing the outline of the ink with her thumb.

"That little shit's Scud." He told her with a smile and then turned sideways so she could see the two larger demons riding his shoulder blade, "Me and Merle." but it wasn't the tattoos that made her gasp.

" _Daryl..."_

"They had me. I told you." Daryl said, worried that maybe he should've warned her about his scars.

"They did this to you?" Carol said, her eyes filling up with tears again. She slid forward, her hands going to his back, smoothing over the vicious slashing red to purple marks where they'd torn into him, torturing him just for fun before warehousing him. _"I'm so sorry..."_ she whispered and lowered her head to press her lips to the upper most mark.

"Over and done." Daryl breathed, closing his eyes and dropping his head forward, "Nothin' to be sorry for."

After pressing one last kiss to his back Carol pulled her shirt over her head and without hesitating followed it with her bra. She moved forward again, embracing him fully, pressing herself against his back and hugging him tightly.

When he felt her warmth surround him Daryl sighed, feeling her acceptance and then he turned, groaning as her rosy tipped breasts dragged against his chest. He captured her mouth in a deep thrusting kiss, his tongue meeting hers, making her moan and grab onto his hair, holding him as close as possible.

" _God, you feel good."_ he whispered, kissing his way down her throat to her delicate collarbones until he zeroed in on her breasts, first rubbing his scruff all over them, the bristled texture making her break into goose bumps all over, and then sucking on each nipple until she was squirming under him, whimpering out her praise for how good _he_ was making her feel.

A low growl that dissolved into a happy yip broke their focus on each other. They looked over at Momma, who was whining, her tail thumping loudly as she looked to Daryl and then back to the door.

A soft knocking came next, and then a whispered plea:

"Uh, shit—that you Momma? You got Daryl and silver foxy in there with ya, babe?"

" _Scud?"_ Carol said, wide eyed.

"Told you he was like a cockroach." Daryl said, barking out a laugh, already half way to the door. He slid the heavy desk out of the way and worked the locks as fast as he could, whipping it open and pulling his brother inside and into a crushing hug.

Looking over Daryl's shoulder, Scud saw a blushing Carol rapidly working to pull her shirt back on, her lacy pink bra still hanging off the side of the couch.

"Whoa—sorry bro—didn't mean to cock block you, but there's a shit load of suckers out there." Scud said, and Daryl released him.

"How'd you find us?" Daryl asked, looking up the stairs. "You alone?"

"Yeah—found you courtesy of that old dude Hershel. He told me where this hidey hole was before he kicked it—he was one tough old son of a bitch, went down fightin'; gave us time to get away." Scud said, tossing his back pack onto the floor and looking around the space.

Daryl closed up the door, locking it and moving the extra barrier back in place. Momma resumed her post, but somehow seemed happier, her tongue lolling a bit as she gazed up at Daryl with what looked like a smile. One more lost lamb safely in shelter.

"Us? Maggie and Glenn made it out too?" Carol asked anxiously, hoping that at least some of her people had survived. She'd mourn Hershel later, pushing down the need to give in to her response to the news that he was gone.

"Yeah—tell the truth I kinda thought they'd make it here before me." Scud said, looking troubled at the news they hadn't. He flopped down next to the couch where Carol still sat. "I gave them the best head start I could. Used my acolyte creds on some noobs—fresh-mades—and distracted them for a bit and then they let me pass... had no clue who I was. I just motored outa there quick as I could."

"No." Daryl said, cutting off the suggestion he could tell Carol was about to make. "I'm sorry but they're on their own until first light. We can't risk it to go look for them now."

Carol frowned and narrowed her eyes at him, a bit taken aback that he could read her so well already. Scud tapped her on the foot and she frowned at him dismissively, ignoring him while she tried to formulate an argument that Daryl would buy, until the youngest Dixon actually tugged on her pants leg.

" _Think you lost something."_ Scud said quietly out of the side of his mouth, and then handed her the bra.

Carol snatched it from him and balled it up small in her hand, willing herself not to blush any more than she already was.

"So where _the fuck_ do ya think they got a fuckin' helicopter?" Scud asked, doing his best to take the attention off of Carol, reaching for Daryl's pack and digging out the jerky and water and polishing off at least half of it in short order.

"Long as you got someone who can do maintenance and fly it there's all sorts of that kind of shit just laying around." Daryl shrugged. The helicopter had been military, with Army insignias on it.

"You don't think it was the Syndicate?" Scud asked, digging in the bag again and scowling.

"They're more Black Ops, lowering ninjas on drag lines—no, this was a small time operation, despite the chopper." Daryl said, shaking his head.

"Where the fuck is the licorice and smokes?" Scud whined, pulling out an MRE. "All you got in here is healthy survival shit!"

"Get your own damn shit from your own damn bag!" Daryl countered, pissed off now, pointing at his brother's back pack. "Tired a' you and that asshole Merle stealing my stuff and lying about it!"

" _Daryl."_ Carol admonished. He didn't even know if his other brother was alive and here he was bitching about him.

"That _ain't_ the pack I grabbed." Scud said around a mouthful of gorp he'd dug out of a hidden side pocket in Daryl's bag.

Daryl scooped up the tan back pack Scud had carried in and unzipped it, peering inside. A smile spread slowly across his face at what he found inside.

"What?" Carol asked.

"I ever tell you my little brother was a god damn genius?" Daryl said, looking proudly at the tired kid stuffing his face.

* * *

 _So what's in the backpack Scud grabbed?_

 _Let me know what you'd like to see-the vampire Shane vs. Rick confrontation? Blade vs. the Governor? More sexy times for Caryl? Someone's going to get turned from Team family-who is the most devastating candidate?_

 _Thanks for reading!_


	3. Chapter 3

This one goes pretty dark. Aftermath of the attack on the prison. We find out who survived and who didn't.

Some blood kink and vampire making threesome action (non-Caryl) in the vampire lair in the last section, so be forewarned.

* * *

" _Oh God..."_ Carol breathed, the utter destruction of her home leaving her stunned.

What was left of the prison was still smoldering, some flames still visible through the barred windows and collapsed brick walls that revealed the interior. The rib-like steel I-beams still in place left a skeletal look to the place that had been her group's safe haven for the last several months.

At first light they'd made their way back to the site, stashing the bikes and walking the last couple of miles, on the lookout for the Governor's patrols of human collaborators, but had found the roads and woods around the area unguarded. There was nothing left to guard. Even Merle and Blade's motorcycles were gone; hopefully because the two had survived and used them in their escape.

"Hell I'm, sorry, foxy. They been doin' this all over the country side—flush out survivors and raze any shelters so there's no place for 'em to stay safe." Scud said with sympathy for Carol and disgust for what had been done here.

"It doesn't mean some of them didn't make it." Daryl said, "We'll go in—check the bolt holes."

"They could a' gotten pinned down and had to wait for first light to make their way to the shelter." Scud added helpfully, "We'll go back—"

"They won't be there." Carol said flatly. "He's got them or they're dead."

"You don't know that." Daryl protested, worried she was giving up. "Let's go." He motioned Momma forward to check for any signs of life, friend or foe. The big dog loped forward, her feet stirring up the ash left from the remains of the vamps that had been ended, breaking down in the morning sun.

The shepherd caught the scent of something and gave a yip before she started frantically digging at a pile of debris.

"Watch our six." Daryl told Scud who nodded and hefted Carol's sniper rifle into position to scan the area as his brother and Carol ran forward out of the tree line towards where the dog was working.

One of the outer walls of the central block of the prison had fallen, but the lower third had come down over one of the file cabinet bunkers creating a pocket underneath it which Momma was frantically trying to unearth.

Daryl joined her, his biceps staining as he lifted one of the larger chunks of debris. Carol joined him, adding her strength to his.

" _Wait!"_ Daryl warned as he saw her start to slide down into the opening they had created to the foxhole. He grabbed her arm to hold her back while she looked at him in confusion.

"What? They could be hurt!" she exclaimed.

"All we know is there's at least one human down there." He said looking at Momma's excited face and wagging tail. If it was only a vamp she'd be snarling and still trying to get to it instead of waiting as commanded. "And it might not be one of _your_ people." He said quietly, "Ask something only one of them would know."

Carol frowned at him, her worry and fear making it hard to think of something. He took her hand and nodded encouragingly.

"Something ordinary is fine..." he prompted. "Something personal?"

Carol nodded and then her eyes lit up.

" _It's Wednesday, what's for supper?"_ she called down into the hole.

"If we had any, it'd be Spaghetti Tuesday." A weary hopeful voice called up. "Is that you Carol?"

" _Glenn!"_ Carol said, bursting into tears and hugging Daryl.

" _Hurry—I need help—Maggie's unconscious and her arm is pinned—"_ Glenn yelled. "And be careful shifting the debris—crap keeps raining down on us."

"I've got help." Carol said, smiling up at Daryl, who gave her a tight smile back and squeezed her hand before he released it. Next he shouldered off his bow and small day pack and grabbed a length of paracord, a thin but extremely strong synthetic rope, out of the pack and knotted the end around her waist so he could lower her into the opening. Then he handed her the pack.

"It's got a first aid kit and some water and rations." Daryl said.

Carol nodded and put on the pack and then he handed her his pistol.

"Keep the gun out while I get you down there, just to be safe." Daryl warned and then passed her one of the UV grenades that had been in Scud's bag. "Use the popper if you need to. They might not be alone down there...or they might be turned..."

A brief look of fear passed over Carol's face with that realization. She stared down at the partially excavated opening.

"You want me to go instead?" Daryl asked, seeing her hesitation. "I can find someplace to tie off the rope..." he added, knowing she couldn't hold his weight as he descended.

Carol shook her head at him, pulled the pin on the UV grenade and tossed it into the hole. They both reared back and shielded their eyes from the bright flash. When it passed she met his eyes, breathing more heavily. The look Daryl gave her back was admiring, but a bit taken aback.

"Glenn?" Carol called again, more tentatively now, looking back to the hole.

" _What the hell Carol?"_ Glenn asked indignantly.

"You and Maggie okay?"

"Aside from the seeing spots thing?" he snorted, "Yeah."

"Better safe than sorry." Carol said, meeting Daryl's eyes as she did so.

Daryl nodded in agreement, reminding himself to never doubt she could make the hard decisions. Taking out a friend or loved one who had been turned was one of the hardest parts of this whole cluster fuck. Seeing their animated corpse walking and talking made it doubly hard for some people to do the deed.

There were stories circulating that there could possibly be a cure for the virus or infection or alien bacteria or whatever caused honest to fucking goodness vampires to appear in the real world now, but to his mind once you were turned you lost your soul-and there was no coming back from that.

"Let's get them outa there." Daryl nodded.

* * *

"Beth? Beth wake up!" Carl said anxiously, shaking the youngest Greene's shoulder.

Beth opened her eyes, the pain in her head making her wish she hadn't. She was lying on a bed in a darkened room, but it wasn't the Solitary cell in the Tombs of the prison. Black silk sheets on the huge round bed, red velvet flocked wall paper and heavy black iron sconces with lit candles gave the whole room a macabre bordello look. It was like someone's idea of what a vampire nest should look like based on watching too many Saturday morning creature features.

"Where are we? Beth asked, with his help sitting up and looking around the room.

"I don't know." Carl scowled at the decor, "But I don't think it's any place we would want to be."

"Where's Judith? My daddy and Maggie?" Beth asked, shivering. It was as cold as a tomb in the room; Carl's hand on her arm was like ice. He noticed and pulled the down comforter up around her and started rubbing her arms over the cover to warm her.

"I don't know. I woke up here a little while ago." Carl told her. He looked down at the oversized man's watch he wore, "It's morning, about eight o'clock."

"Andrea set off the sprinklers. I remember that." Beth said, "But then it all gets confused..." she had brief patches of memory—vampires battering at the door to the cell where she and Carl were guarding Judith, the holy water shower driving them back—but then there had been a loud explosion and the fire suppression system had stopped...

"I think they drugged us—my head's woozy too." Carl said, his ill looking pale face attesting to the fact. "They got in."

"They caught us, didn't they?" Beth said, her eyes brimming with tears.

"Looks that way." Carl said, turning away to look around the room.

"Do you think anyone else made it out?" Beth asked hopefully.

"I hope so, but I really don't see how." Carl said.

"It's daylight now—they'll be sleeping—if we can get out of here, find Judith? Get to the safe house? It's not that far from Woodbury as the crow flies, right?"

"I don't know—my dad...I was always with my dad when we went. I didn't pay much attention to how we got there." Carl said, sounding frustrated with himself.

"Carl!" Beth said, sounding disappointed in him. "We were all supposed to memorize it! What if you were all alone out there?"

Carl looked away in embarrassment, hiding his face in his hands.

"I'm sorry—I'm just...I'm scared is all." Beth sighed, putting her hand on his shoulder. "We should've made sure you knew. It's in that housing development eight miles north on I-85..."

The door to the right of the bed suddenly opened, making Beth startle back, but then she put herself protectively in front of the boy.

"Is that enough or do you need the actual street address?" Carl asked.

Shane Walsh's soulless avatar stepped into the room, smiling and gently holding a swaddled sleeping Judith.

Beth's horrified eyes went wide when she saw him with the baby.

"Nah, that's good Carl." Shane said. "They'll be easy enough to find if they're squatting there."

"And I can have my reward now?" Carl asked eagerly, moving forward into the light, his fangs gleaming.

"Whatever you like, little man." Shane smiled benevolently at his creature.

Beth didn't even have time to scream.

* * *

"We can't be out in the open at night fall." Carol said, gesturing to Scud who was still on sentry duty along with Glenn. "I don't care how many of those UV things he has in that bag."

"We've got almost eight hours of daylight left to keep searching." Maggie argued. "My sister is still out there, Carl, Judith—we can't just abandon them!" she was fighting her sorrow over her father's death by trying to incite the rest of them to action while Daryl worked to splint her broken arm.

"If they were captured the safe house is blown." Glenn said glumly. "There's not enough walls or fences here to bring anyone we find back to either." They had taken temporary shelter in the shell of the D block of cells. It had walls on 3 sides left standing, but no roof.

"We need to do something!" Maggie said, frustrated, "We can't just sit here!"

"You suggesting we just march in to Woodbury and tell the Governor to hand them and the town over?" Daryl asked, using his teeth to tear off a length of duct tape that he wrapped over the folded dishtowel covering the telephone book acting as a splint.

" _Don't mock me!"_ Maggie railed at Daryl.

"Maggie—he's not." Carol said. "I know you're scared for Bethie, but you have to see that the five of us can't go against a whole town full of vamps and familiars. We need a plan, more weapons, more help and secure shelter."

"We need B... and Merle." Scud said, chewing on the inside of his lower lip, sounding about as worried as he got. He'd kept expecting his other brother and the Boss to show up all morning and so far nada. It was making him even twitchier than usual.

"Try their comms again." Daryl asked, testing the tightness of the binding. He looked down at Maggie, "If your nail beds start to look blue and your fingers go numb, tell somebody." and then started packing up his med kit.

"Thank you." Maggie finally said distractedly, still frowning while they heard Scud try to raise Merle on his short range walkie talkie.

"I'm sorry about your dad, I am." Daryl told her, trying for diplomacy, "But we can't go off half-cocked here. Carol's right, we need a plan."

The walkie crackled and burst to life with a string of profanity.

" _The fuck is fuckin' wrong with you little fuckers?!"_ Merle yelled, _"Where the fuck are you?"_

"We're back at the prison, bro—where are you?" Scud said.

"At the safe house—which _by the way_ , **ain't there no more**!" Merle shouted, making Scud hold the receiver away from his ear.

Daryl marched over and grabbed it out of Scud's hand and pushed the send button.

"It's gone?" Daryl asked, wincing. He was glad they'd gotten up and out when they had. Anyone captured could've given it up.

"Torched—who you all got with you?" Merle asked.

"Carol, Maggie and Glenn, Scud n' me." Daryl told him and just then Momma whined, making him smile.

"The old man bought it?" Merle asked, sounding a bit regretful. He'd liked the old vet.

"Yeah—just you and B make it out?" Daryl asked.

"Nah—the Last Samurai and Dick are still with us... Blondie got taken..." and then he paused and sighed, lowering his voice. _"Officer Friendly is losin' it."_

Daryl shared a look of dread with Carol.

"Suckers grabbed the three kids." Merle told them angrily. "Had to fight our way through the Tombs—they sent more humans than vamps in so the sprinklers didn't help as much as they coulda. By the time we got to Solitary the cell door was wide open."

"Shit." Daryl said, looking sorrowfully at Carol and then over at Maggie.

" _Shane."_ Carol said, sounding heartbroken. "Carl would've opened it for Shane."

"He didn't know." Glenn said sadly. "He didn't know Shane was turned."

Maggie looked even more devastated, if that was possible, to hear her sister had been taken.

"We need to find shelter for tonight—we got walking wounded—what do you think?" Daryl asked Merle, pacing closer to Carol and raising his eyebrows at her, silently asking her opinion.

"We _need_ to go to Woodbury!" Glenn said, stepping in Daryl's path.

"That the Chinaman all in an uproar?" Merle asked through the walkie.

" _He's Korean."_ A much deeper voice said and the sound of Merle snorting could be heard as the walkie was passed over to the Daywalker.

"Blade." Daryl said, acknowledging him and then striding a ways apart from the others to have a more private conversation.

"Daryl." Blade said evenly, "Good to know you and the cockroach are still with us."

"You think there's any chance Andrea and those kids are still alive?" Daryl asked quietly.

"Half a chance." Blade said dryly, "The Governor strikes me as one who likes to play with his food."

"And Walsh wants to make Grimes and the rest suffer." Daryl nodded. "It's a trap." Carol had filled he and Scud in on the little psychodrama triangle at the farm that had been alluded to the previous night by Rick's confession that he'd lied about Shane.

"The boy and the baby are perfect bait." Blade agreed.

Neither of them mentioned Andrea or Beth. They knew they'd be the sacrifice if there was one. It was a cold truth.

"Can you rein in your warrior woman?" Blade asked. "We don't need anyone going off solo vigilante."

"Since when is she _my_ woman?" Daryl scoffed.

"From what Merle tells me, since the moment you laid eyes on her." Blade said with amusement.

"She'll listen to reason." Daryl said, refusing to be baited into a denial when he could hear Merle snickering in the back ground.

"Good. We'll rendezvous with you at the prison in about an hour—Michonne says she knows of a place we can shelter about ten miles out in the other direction—place they holed up in for a bit before they found the prison." Blade said.

" _Michonne now_ is it?" Daryl couldn't resist the payback.

"She has a way with a blade." The Daywalker allowed, very tongue in cheek, making Daryl almost choke on his surprised laugh.

Blade handed the walkie back to Merle who was also laughing, but sobered a bit before he spoke.

"See you in an hour, watch your back, bro. We had to put down quite a few acolytes still hangin' round 'chere."

"On it." Daryl nodded, looking over at his miserable looking little group. "See you soon."

Daryl walked back to the group who all looked at him expectantly.

"They'll be here in an hour." Daryl told them. "Let's see if we can salvage any supplies before then."

"And then what?" Maggie asked.

"And then we figure out how to get them back without breaking the first rule." Daryl said.

"The first rule?" Glenn asked.

" _Don't die."_ Carol said, already heading for what was left of the kitchen storage.

* * *

"Am I dead?" Andrea asked, not understanding the curious contradictory feeling of both bone tired lethargy and zinging excitement coursing through her veins. She looked up at the blue-gray eyes of the handsome man above her.

"Better." The man smiled, both hands smoothing over her blood slick bare breasts to pinch down hard on the already tight peaks, making her close her eyes and moan at the delicious sensation that sent straight to her center. He pumped his hips forward and she felt his cock pushing into her, stretching her and she cried out at the intensity of the pleasure.

" _Yes..."_ she hissed, her head falling back.

"You really fucked her in a car?" Blake asked, lifting her almost limp form up into a sitting position so his partner could move in behind her.

"Had to after she grabbed my dick." Shane chuckled, sliding his hands down over the curve of her spine until he cupped a cheek in each hand, spreading her so he could dribble something hot , thick and wet into the cleft of her ass. Then he fisted his dick until it was rock hard and rubbed the tip of it against the slickened tight opening.

"You ready?" Blake asked, his already blood covered mouth twisted in a feral grin. The sets of puncture marks on Andrea's throat, inner thigh and breast attested to the fact that he'd already drained enough from her to put her in this euphoric state of near death.

Shane took a drink of the blood in the goblet that had been resting on the nightstand beside the round bed, and then kissed his master, thrusting his tongue forward and transferring the virgin blood, taken when he'd made Carl, draining him before feeding his own tainted blood to the boy. As the high hit Shane he bucked his narrow hips forward, forcing the head of his cock into the narrow opening, well lubricated by the same blood.

" _Ahhhh! Fuck that's tight-fuck!"_ Shane groaned, holding her hips with a bruising grip as he continued to fill her.

Blake watched both his lover and Andrea with slitted eyes. The woman's eyes rolled back at the dual penetration and she took a gasping breath and shuddered, her heart slowing, her hands grasping onto his upper arms in a death grip. Working quickly he bit his own wrist and held it to her lips, letting the blood coat her tongue and start to flow down her throat.

Her heart stopped...

And then suddenly her hands flew up and held his hand to her mouth, suckling lustily; rivulets of the excess she couldn't swallow running out the sides of her mouth and down her throat.

Blake pulled his wrist away and took a drink from the goblet and then kissed her, the same as Shane had done for him, and she greedily sucked on his tongue, grabbing his hair to hold him close, continuing to kiss him, moaning in ecstasy and writhing against him as Shane started to move, the three of them locked together in a blood soaked sexual dance of death.

* * *

In the next room, Carl waited. Uncle Shane said he had a surprise for him, but he'd already seen Andrea being taken into the room where he'd been made, so he knew.

He'd pouted when he hadn't been allowed to turn Beth, but this was even better. He could drink Beth whenever he wanted, as long as he didn't take too much, because she was _not just his_ , she was to _share_ and she had to stay alive to take care of Judith until his sister was old enough to join them.

"Now that Andrea is gonna be like me and Uncle Shane, _she_ could be me and Judith's new mom..." he chattered happily.

Beside him, listlessly holding his hand sat Beth, a bright white bandage on her carotid, tears running down her face, the memory of the day Andrea had given her the chance to choose life or death back at the farm playing over and over in her mind. She looked down at her scarred wrist and then towards the open bathroom door and started to laugh and weep all at once.

In a vampire's lair there were no mirrors...

* * *

 _Even Blade can see that Caryl is OTP;-)_

 _Thanks for the suggestions on devastating..._

 _They kind of played those beats with Carl, showing us how easily he could get twisted if the wrong sort of things happened to him. I also remember that chilling S2 conversation when Shane said he was a better father to Carl that Rick could ever be..._

 _I put Beth in a sort of Grady-like situation; let's see if she makes better decisions this time, shall we?_

 _Thanks for reading!_


	4. Chapter 4

_The calm before the storm. Caryl smut ahoy. Happy Halloween!_

* * *

"How are we going to do this?" Carol asked, as Daryl came to stand next to her, looking out over the remains of the small town where they'd taken refuge. They were up on the roof of the small brick building, an old butcher's shop with a sign outside still advertising a special for deer season, where Andrea and Michonne had spent the worst part of the previous winter.

"Just about to ask you the same thing." Daryl replied, a tilt upward of the corner of his mouth and a raise of the corresponding brow giving him an almost impish look.

"We can't just go in with a frontal assault." Carol said contemplatively. "We're outnumbered and outgunned."

Daryl took a step sideways so he was behind her and put his hands on her hips, carefully pulling her back against him.

"Doesn't have to be _frontal_." he said, pressing a teasing kiss to her nape. "Did you even notice we're alone?"

"We're on watch." Carol admonished him, ignoring the way he made her knees feel like a new born fawn's, deliberately keeping her spine and shoulders stiff.

" _Merle's_ on watch." He said nudging her to look up at the water tower up a block and to the right of their location. Sure enough, the eldest Dixon, holding a sniper rifle, was perched on the service platform surrounding the spherical tower's base about fifty feet off the ground. As they watched him, he put a pair of binoculars to his eyes, looking in their direction.

Daryl raised his right hand and flipped his brother the bird.

Merle dropped the binoculars from his eyes and grabbed his crotch before returning the gesture.

"Ah yes, the famed Dixon charm." Carol said dryly, her mouth twisting into a reluctant smile.

"You need to relax." Daryl murmured, lifting his hands to her shoulders and starting a light massage there.

Merle gave a thumbs up gesture and then turned and followed the walkway of the tower platform around until he was out of their sight, watching the southern street into the town.

"You know Blade and Michonne are patrolling north—this spot on the map ain't more than three blocks total—they got this." Daryl reminded her.

Maggie, Glenn and Rick were taking their three hour shift sleeping in the secured building below, trying to rest up for the night to come with Scud and Momma on guard over them. They'd return the favor for the Dixons, Michonne and Carol in three hours. Blade's sleep/wake cycle was more under his control—he could go for days without sleep with no ill effect.

Carol started to let herself just go with it. His hands were strong and gentle and it had been forever since someone had taken the time to just make her _feel good._

"This okay?" Daryl asked, slightly deepening the press of his fingers into her sore and aching muscles while he leaned close enough to nuzzle her ear.

"Pretty romantic..." Carol admitted, turning back towards him and tilting her head at him in consideration, "...so you brought me up here to screw around?"

"You think that's all I'm after? A quick fuck?" Daryl winced a bit, more like a twitch below his left eye, dropped his hands and drew his head back to frown at her.

Carol stared at him levelly. She remembered him breaking down, crying in her arms as she listened to him talk about the loss of his wife and child, showing her an unexpected vulnerability. She remembered him taking his time, letting her take the lead in their bout of passion last night before Scud barreled in and cut it short. Some men—her dead husband among them—would've already come and gone to sleep in the time he'd given her to get used to his touch , his kisses.

No, she didn't think he was just after a quick fuck. She shook her head at him and stepped into his arms, drawing his head down for a chaste kiss to his cheek.

" _I'm sorry."_ Carol breathed against his scruff.

"Wish I had all the time in the world to know you, to learn you..." Daryl said, holding her close. "Make you understand I don't do this kinda thing..."He made a frustrated noise before he continued, "... only ever loved one woman in my life. We knew each other since we were kids...lost track of each other when I went into the service... found each other again after I came home and went to work at her hospital—she was a doctor by then—and we'd only been married a year when..." He rested his cheek on her brow, unable to continue.

"I've never been in love." Carol said softly. "I married a cruel man because he got me pregnant at seventeen from what I later came to understand was a rape... but pregnant girls whose daddy's were the local preacher got married when they got knocked up. The only good thing I ever had was my daughter..."

"I'm sorry that happened to you." Daryl sighed deeply, brushing a kiss to her temple. "We're a pair, aren't we?" he said with a wry rusty chuckle.

Carol nodded and took his hand, leading him to the small hut-like structure that sheltered the stairs to the main floor. There was a small landing there, about four feet by six feet, and about all it had to offer was it was private—away from other's eyes and interruptions.

" _I'll let you count last night as foreplay..."_ Carol said in a husky voice, putting her back to the wall and standing there watching him with hooded eyes. She started to reach for her belt buckle.

" _Hell_ no—we're gonna do this _right._ " Daryl said adamantly, shaking his head at her. He put one hand on the wall above her shoulder and trailed the other down to still her hands.

Carol looked at him questioningly.

" _Let me make love to you, Carol."_ Daryl said, leaning close to whisper it in her ear, his breath hot. "I want it to _mean_ something to both of us..."

" _I've never... no one's ever ..."_ Carol breathed. Sex had never been something she'd enjoyed overly much. It was a duty in her marriage, like keeping his house, cooking his meals and taking his beatings; love had never been part of the package. And she'd been fine with that; it seemed a fitting price to pay for a roof over her head and a child she'd loved more than life. She'd lived within the monster's shadow until the new monsters had taken him; then taken her child.

Now here was this good man, who wanted her, had chosen her and had shared some of his pain with her, enough to show her how alike they were. The attraction she felt for him was part physical—he was strong and beautiful in a rough way she'd always liked in a man—but much of what she felt for him was emotional, he'd touched her heart; somehow gotten inside it in such a short span of time it seemed like a dream.

" _Let me make it good for you."_ Daryl murmured and then his mouth slanted across hers in a deeply gentle passionate kiss making her sway against him. His arms came up to hold her, supporting her when her knees went all weak again. Then he surprised her by pulling abruptly away, taking her hand and pulling her down the stairs behind him.

When they reached the main floor Scud jumped up from his perch by the front door, his blue gaze narrow and inquisitive, so much like Daryl's that Carol had to smile at the resemblance between the two of them, the younger like an earlier echo, still not quite formed and hardened by life's shit storm.

"Carol n' me are taking our three across the street." Daryl said tersely, making a show of setting the timer on his Army issue multi-time Zone watch. By across the street he meant the furniture store, its almost floor to ceiling windows made the lower level an unlikely vamp nesting spot, but there were a couple of apartments upstairs as well.

"We cleared it already." Scud observed mildly, taking in Carol's swollen lips and rosy cheeks. "But I suppose that's the point." He chuckled as Daryl scowled at him. Scud pulled his hand out of his jacket pocket and held it out as Daryl and Carol moved past him. "Stay safe." He said, still extending his hand until Daryl paused to grasp it.

Daryl snorted and shoved his brother back a couple of steps when he released Scud's hand, the condoms he had somewhat surreptitiously transferred crackling in Daryl's fist.

"No glove, no love, bro, unless Silver Foxy has somethin' _else_ in mind..." Scud observed with a shit-eating grin and raised eyebrows, winking exaggeratedly at Carol who gave him a withering look. The youngest Dixon popped a long stick of licorice in his mouth and slid it in and out rather lasciviously in reply, mimicking an alternate sexual act.

Daryl moved his hand in a sweeping motion and in short order Momma had Scud pinned on the floor, her ass firmly planted on his chest and her head right above the apex of his thighs. The dog growled low in her chest when he tried to move and nosed his crotch menacingly.

" _D!"_ Scud yelped, looking pleadingly at Daryl. _"I'm sorry, man!"_

"Not me you need to apologize to." Daryl said laconically, looking over at the woman staring a bit wide eyed at the spectacle before her.

" _Carol!_ Mizz Carol I am _truly_ sorry." Scud said quickly, and the dog eased up, letting him climb back to his feet. He dusted himself off and nodded to them both in seeming true contrition.

Carol nodded back, accepting the apology and Daryl ushered her out the door, Momma loping out in front of them.

Scud sat back down on his high stool perch and watched them. He sniffed and rubbed a grubby hand down his face, wiping his nose on his sleeve before spitting and digging in his pocket for another whip of licorice.

"Not cool... I should not a' been speculating on the idea of those pillow soft lips wrapped around a lucky dick which is _not_ my own..." Scud muttered sadly, staring at the long length of candy before popping the end of it in his mouth and biting down on it forlornly.

* * *

"So how long have you and the boy been together?" Michonne asked, tired of the silence and curious about the totally incongruous pairing of the grungy whiz kid and the sleek warrior walking beside her.

Blade raised an eyebrow above the top of his shades but just continued walking. When they came to the last building at the end of the street, a small storefront drugstore, he raised his sword and silently motioned her forward. They took up positions on the opposite sides of the entrance. He opened the unlocked door and on his signal she ducked inside, katana aloft and ready.

Ten minutes later they had cleared the store and she was busy filling her back pack with supplies from the picked over aisles. When she and Andrea had stayed here she'd cleaned out what had been left of the drugs and food, but there were still dry goods that could be useful. The Daywalker sauntered over with two small square pastel colored boxes and silently handed them to her.

"I see you've got the fucking vamp sense of smell." Michonne snapped, grabbing the tampons from him and stuffing them in the bag.

"Blood is blood." Blade shrugged, and then observed, "You and the blonde's cycles are in synch, so you two have been together longer than with the others."

"She was with them before we met—got separated last fall after they were at Hershel's farm—just hooked back up again two weeks ago by pure luck...or the opposite..." Michonne told him, her fear for her best friend coloring her tone. In all likelihood Andrea was dead, but it did no good to second guessing their decision to approach Glenn and Maggie when they had seen them on a supply run. The possibility of reuniting with her friends had been too important to Andrea.

"Grimes as unstable as he looks?" Blade wondered.

"Losing those kids on top of his wife? Yeah." Michonne said quietly, "He was already half way around the bend before this. Sees things." She'd witnessed it herself, watching him chase a ghost outside the prison fences in the barely dawn light, disregarding the dangers that might be lurking out there in the shadows.

"Who hasn't?" Blade asked rhetorically.

"Dixons?" Michonne asked, her tone indicating she didn't exactly trust the rough looking brothers.

"Scud started down the rabbit hole when we were looking for Daryl. Almost lost him to the Syndicate. Didn't think we could make a difference." Blade admitted. "Told me he'd rather be a pet than cattle."

"Is he?"

"What?" the Daywalker frowned at her.

"Your pet?" she tilted her head at him.

"He's _a pest_ , a _cockroach_ , but a brilliant one." Blade said dismissively. "I saved his life. Somehow that made him my responsibility."

"That all he is? _"_ Michonne asked.

Blade froze and then did something he rarely did. He reached up and lowered his sunglasses so she could see the disdain in his narrowed eyes.

Michonne stared at him, mulling over his denial, then smiled thoughtfully and reached back to the display of condoms she'd been perusing when he'd walked up.

Blade looked nonplussed, then interested until she spoke.

"Your boy Daryl will be needing some of these." She said with assurance, pulling off several different styles and brands and adding them to her haul.

"Kismet." Blade said, pushing his glasses back up into position, hiding his dark eyes.

"You really believe in that?" Michonne asked him. "Two people meant to be?"

His only response was a wide toothy smile.

* * *

Momma sat just inside the door of the furniture store, keeping watch while her master and mistress made sure they were alone in the building. After all, someone could've sneaked in after it had been cleared, no sense taking any chances. That this inspection meant they had to check every room of the upstairs apartments was only logical.

In the first small efficiency they discovered that a family of raccoons had taken up residence in the fold out sofa bed. The odor of varmint piss had them practically gagging as they backed out of the place and closed the door tightly.

Leaning against the wall on either side of the door, they looked at each other and then at the remaining apartment door across the hall. Carol raised her hand and crossed her fingers, flashing him a hopeful little grin and they took the few steps necessary to get to the next door.

Daryl raised his bow and Carol the pistol and then she swung the door open. A quick search showed no residents, animal or otherwise. One whole wall of the small living room was shelves, floor to ceiling, and a hodge podge collection of books, a stereo system and various knick knacks filled them.

"There's enough books here to keep us busy for weeks." Carol said and made a small sound of mourning, wishing their lives were such that she could just sink into the easy chair next to the bookshelves and start reading to her heart's content.

"What's your favorite?" Daryl asked, shouldering his bow and coming up beside her, looking at the shelves with her.

Carol shrugged noncommittally, reaching for a small paperback.

" _Pride and Prejudice_?" Daryl read off the cover of her choice.

"I like the idea of second chances." Caryl said, opening the dusty little book.

"A lot of those in Austen." Daryl agreed, gestured at the book. "Elizabeth changes her mind about Darcy."

Carol looked surprised.

"I'm not a heathen." Daryl said dryly. "I read."

Carol smiled back at him knowingly.

"Firth or McFadden?" she asked.

"Seen 'em both." Daryl snorted at her, busted. "Firth is more true to the text, but I like McFadden's vulnerability when he finds her in the dawn mist."

" _Romantic."_ Carol accused.

Daryl side-eyed her and then backed away, gesturing for her to wait while he went into the next room.

Carol could hear some noises: the thunk of his bow being set down, the sound of some heavy cloth being shaken out, a muffled cough, and a window opening. When he came back into the main room he took the book from her and replaced it onto the shelf and then simply swept her up in his arms and carried her into the bedroom, her sweet giggle propelling them forward to the turned down bed.

The undressing went more quickly than it had the night before once they had committed to it, both of them acutely aware that their time alone for this was limited, saving those minutes for the next part.

Carol wanted to look at him, to feel him, _all_ of him, tracing the muscular curves and planes of his body and so he lay still for her, now knowing why she needed to feel in control.

She started at his head, pushing her fingers into his unruly hair, training it back off his face so she could see his eyes, pressing a kiss to the barely visible jagged scar on his forehead, then one to the mole at the curve of his smile as she leaned over him.

Daryl lightly skimmed his fingers over her shoulders and down the curve of her back, his hands coming to rest at the small of her back. He exerted no pressure to pull her closer; he just wanted the contact, to feel her muscles under the soft skin as she moved down his body, touching and kissing.

Knowing people usually touched the way they liked to _be_ touched, she focused next on his small tightly erect nipples and was rewarded with a whimpering moan. Working them with her tongue and teeth she let her right hand wander down the happy trail to his abs, navel and below. When her fingers brushed against his straining cock she sighed in satisfaction and grasped him firmly as she sucked down hard on his left nipple.

" _Fuck sweetheart, wait!"_ Daryl groaned, reaching to still her hand on his dick. "You gotta make a choice as to what comes next..."

"Pardon the pun." Carol quipped, raising her head to look into his passion darkened eyes.

"You keep doing what you're doing and I'm gonna—it's been too long for me to have as much control as I'd like..." he admitted. " _You_ need decide how you want me."

Carol looked enchanted. A slow smile spread over her face as she contemplated the possibilities.

"Also remember, sorry to say, we don't got all day." Daryl reminded her, stretching his neck up to kiss her.

Carol made a little noise of satisfaction as his tongue pushed in to find hers and she felt his strong pulse in the solid flesh she had cradled tightly in her hand. Her sensitive nipples brushed against the soft wiry matting of hair on his chest as he pulled her closer, his other hand that had been restraining hers at his cock releasing and moving to find her center, two fingers stroking up and into her, growling to find her wet and ready.

" _How do you want me?"_ Daryl lifted his mouth from hers and muttered the question again, gently circling the taut center of her pleasure with one finger while delicately rimming her opening with the other.

"The... _ohhh..._ the..." Carol tried, but the sensations he was creating with his fingers were too delicious and she pushed her hips forward to encourage him to continue what he was doing just a little longer.

"Huh— _you like that, do you_?" Daryl drawled, sounding smug, kissing her again until she was breathless.

Carol pulled her lips from his to suck in a gasping breath that dissolved into a whimpered plea.

" _I want you buried inside me when I come."_ Carol said, blushing with her boldness, but panting, so close she could feel the edge, the tingling starting in her fingers and toes, the familiar lightheadedness starting to claim her.

" _God yes."_ Daryl said tightly and quickly worked to fulfill her demand. He was forced to move away from her to lean over the side of the bed and grab one of Scud's gifts out of his jeans pocket, cursing himself for not doing it earlier. Ripping open the package his eyes went a little wide and he grunted out a chuckle. The condom was ribbed...and _purple_...

"Daryl?" Carol asked, rising up on her elbows to look at him. When she saw the source of his humor her eyes crinkled at the corners in amusement and then watched him shrug and roll it on.

Daryl looked at her all pink cheeked and almost lost to the pleasure he was giving her, her eyes sparking at him; she took his breath away. She really was beautiful in the way fine steel could be, tempered by the fires of her past, her pure soul shining through those sea blue eyes.

"Probably glows in the dark too." Carol said and giggled.

"I like this..." Daryl said, leaning close, coming over top of her, marveling a bit at her good humor.

Carol shifted her legs apart to accommodate him and he settled his hips between them, the tip of his cock sheathed in the ridiculous party colored prophylactic nudging at her.

"...you all sweet and relaxed..." he reached down and resumed his gentle stroke on her clit, "... _wanting_ me..."

" _Yes."_ Carol said, her hands spanning his broad shoulders, fingers digging in and then sliding down his scarred back to the hard curve of his ass urging him forward until he couldn't hold back any more and filled her, inch by inch, making her breath catch on a sigh.

" _Yes."_ Daryl echoed. _"Oh fuck, Carol...you feel amazing..."_ He continued until his belly bumped hers, groaning to be taken so deeply, so fully, his hand trapped between them pressing hard against her.

" _You..."_ Carol gasped as he pulled back, fluttering his fingers and then pushed back in. _"Please..."_

Daryl kept the steady rhythm going, feeling her tighten around him, staring into her eyes as she drew ever closer to her peak. He winced and grunted as she dug her short nails into his ass and then picked up his pace in response.

" _Come for me, Carol."_ Daryl urged, his every quickening thrust bumping his fingers against her until she flew apart, her spine arching up on a sudden sharp cry of completion, looking at him in wonder. He dropped his head and kissed her then, and her hands came up around his shoulders to hold him close before she pulled at his right bicep, telling him he could stop his oh so wonderful touch. He braced himself on his forearms to either side of her.

Carol wrapped her legs around his waist and he nuzzled his face into her neck, his thrusts deep and hard, withdrawing almost completely on each and burying him back in her every time, his guttural moans giving way to higher pitched whimpers as he got closer...

" _Come for me, Daryl."_ Carol demanded, her voice hoarse and so sex soaked it undid him. He surged forward; calling her name and shuddering as he felt the force of his orgasm rise and explode out of him.

"That was..." He panted, lifting his head and looking down at her.

"Yeah..." She reached up and pushed his sweat soaked hair off his face and smiled at him.

Daryl shifted back, easing from her so he could remove and discard the condom, vowing to get back at Scud, and then lay on his back so she could rest her head on his chest, their arms and legs still tangled together.

"We should get back." Carol sighed, ever practical.

"We get our three hours rack time just like everybody else." Daryl reminded her, running his hand up and down her back, tracing each bump of her spine under the soft skin, unused to this feeling of contentment and wanting to hold on to it, to _her_ as long as he could.

"Should get some sleep then." Carol said snuggling closer, letting him convince her to stay.

Momma had their backs at the downstairs entrance. Blade and Michonne were on guard, as were Scud and Merle, who also knew where they were...and probably what they were doing.

"Yeah, we should." Daryl agreed, though with regret underlying his tone. This might be their only chance to ever be together like this. No one knew the outcome of the coming battle.

"Sleep an hour and then..." Carol said, pressing a kiss to his chest.

"I like how you think, woman." Daryl drawled, snagging his watch off the night stand and resetting the timer. Then his hand returned to firmly cup one cheek of her ass, anchoring her to his side.

* * *

AN: If you haven't seen them, Colin Firth's Mr. Darcy in the 1995 BBC miniseries of Pride & Prejudice is famous for being all stoically sexy rising out of the pond in his wet white shirt. Matthew McFadden was Darcy in the more recent Keira Knightley version, (2005) and his sweetly shy proposal to Elizabeth, after striding forward out of the dawn mist in his long coat is sigh inducing Romantic.

Thanks to all those who read, review & follow!


	5. Chapter 5

_Caryl shares the last of their three hours; Beth learns she's not alone, and an offer is made._

* * *

Daryl woke a few minutes before the alarm he had set and laid there watching Carol sleep. She had freckles... places where the sun had kissed her skin... he wondered if they would fade if she was turned...Tally had freckles too, and red hair and blue eyes, but the two women didn't really look anything alike.

Carol was petite, barely shoulder high and delicately built, though graceful and fit as hell under all that softness. Talitha had been tall, almost as tall as him and curvy—big boned, she liked to say with a laugh—a tom boy who had hunted and rode motorcycles with the Dixon boys, her neighbors.

Valedictorian of her high school class she'd been set on med school for as long as he could remember and Daryl hadn't been surprised when he found out she'd done exactly that. She had good parents, a happy home; the place where he'd learned such things could be possible; that all fathers weren't abusive drunks who couldn't keep their dicks in their pants...

Tally had known and understood who he was from the day they'd met in the second grade. He'd loved her with his whole heart from the same day. He'd loved her so much that when he'd gone to war he'd cut himself off from her, made himself ignore those feelings because he knew it would hurt her too much to lose him. When he'd made it through all that death and come home to her, he'd let himself believe they could have a future together. When she was dead he'd mourned all the wasted time almost as much as her loss...

Time was a fickle bitch. There was never enough. Meeting Carol? Now? Someone he could maybe really care about? The fickle bitch was laughing her ass off at him.

Daryl leaned closer, brushing a strand of his lover's wispy short silver hair behind her ear, tracing the curve of it, circling the small pearls she wore, a reminder of her beloved child, the earrings a gift from her. The tug at his heart, the need to take away as much of her pain as he could, made him realize he already cared for her more than he should.

He wanted her again, but he was also content to just look at her, memorize her features, the elfin turn up of her nose, the stubborn set of her jaw even in sleep, the way her brows winged up at the ends, her lush lips swollen from his kisses.

Her dark lashes opened and she looked into his eyes, and he saw a deep welling of emotion there as a smile fleetingly touched her lips.

"You're a dangerous man, Daryl Dixon."

"Dangerous?" Daryl smiled back. Right now he didn't feel dangerous, he felt alive, hopeful... hell maybe that _was_ the most dangerous thing he could be...

"To my heart." Carol said softly and kissed him.

This time their bodies moved together as if they'd done it a thousand times before, their dance easy, assured, partners in a tango of passion, well-rehearsed but thrilling none the less. Staring into one another's eyes as he moved within her they saw the same happy fear reflected back; this was special, this meant something, this could _be_ something if only they had the chance to see it through...

As they dressed he made her a gift of a silver plated World War I trench knife and its sheath that he'd picked up as a reserve. It was smaller than the one he usually carried and fit her hand well—one sharp punch through the heart or base of the skull and it was just as lethal as a bigger blade.

Carol admired the feel of it, the balance and edge, pricking the end of her thumb with it and sucking down on the blood that welled there. Never sheath a gift blade without blooding it first. She smiled up at him as he threaded the leather sheath onto her belt for her and buckled it at her slender waist.

"This mean we're engaged?" she teased, sliding the knife home and grinning at him,

Daryl narrowed his eyes at her, absently running his fingers over his bare ring finger, his wedding band, long gone, taken by his captors.

Carol frowned, realizing where his thoughts had gone and put her hand on his forearm in apology. She then lifted both hands to remove the pearl from her left lobe and without preamble punched it through his left and replaced the back.

Daryl kissed her, hard, a thin trail of blood running down his neck.

* * *

They walked across the street holding hands, the dog trailing happily behind.

Merle, watching from halfway down the water tower ladder, shook his head, wondering what kind of fucked up Daryl's usually squared off head had gotten. Chasing tail was one thing; this lovey-dovey shit was another...

Rick, waiting at the bottom of the tower to take his shift as watcher, narrowed his eyes and frowned. The middle Dixon brother's apparent attraction to Carol and her reciprocation of it confused the hell out of him.

When he saw them coming, Scud ducked back into the sheltered room they'd set up for sleeping, turning over his place on guard to Glenn and Maggie. Daryl and Carol _seemed_ happy enough, but he expected payback for the selection of rubbers he'd laid on his bro. They were from his personal stash and were great little ice-breakers; getting a hottie to laugh usually worked in his favor.

The sudden sounds of a helicopter in the distance had them all running for cover. Merle put his gloved hands and feet on the outside of the metal ladder in a controlled slide he'd learned on board ship, narrowly missing landing on Rick who he dragged along with him, heading for the butcher shop as fast as their legs could carry them.

Carol, Daryl and the dog barreled through the door of the shop, pulling Maggie and Glenn along with them into the walk in freezer room where Scud was already loading up the weapons.

"Where's B?" Scud asked, looking behind them.

"He and Michonne went south—bank's down that way." Daryl said.

"You think they'll just fly over?" Maggie asked as Rick and Merle stumbled in, chests heaving, trying to catch their breath.

"Hopefully—long as we stay in here." Daryl replied, exchanging a wary look with Carol. They all knew if the chopper landed it probably meant one thing.

"Andrea's dead." Michonne said flatly when they heard the helicopter's _chop chop_ coming closer. "She never would've told them about this place if she was alive."

"It could just be a reconnaissance sweep." Blade offered. "We're not too far from the prison to be on the edge of a search grid.

They were hiding in the bank vault, one of only two places in the town naturally shielded by its thick walls from heat sensors, one of the tools the vamps used to locate warm bodies. The other was the freezer of the butcher shop.

"Could be." Michonne grudgingly agreed.

"Why are you so willing to write off your friend?" Blade asked her. He was usually the most cynical one around, which was saying a lot considering the company he kept these days. Losing Whistler was almost the last straw for him. Without his promise to aid in Scud's suicidal mission to save his brother last year he might've given in to the darkness after his mentor's passing.

" _Because I've lost every other thing I ever cared about."_ Michonne bit out, glaring at him with a deadly narrow-eyed look, her voice like acid.

Blade removed his shades and stared back at her steadily for a long time before he spoke.

"They turned my mother." the Daywalker said, "Sent her after me."

"You have to kill her?" Michonne asked, still in that hard angry tone.

"I gave her mercy." Blade said quietly, turning away. "You'll do the same for your friend Andrea if it comes to it."

"And for me." Michonne said in a quieter voice, grasping his arm, her eyes fearful, not of him, but of what she could become. "If... before I can hurt anyone."

Blade's other hand slowly came up to cover hers and he turned back to her and stared into her eyes as he nodded, the bargain made.

"Why do you keep going?" Blade asked, curious.

Michonne dropped her hand, but kept looking into his eyes.

"They took my son... at the start of all of this. He was three... they all need to die." Michonne said with quiet matter of fact fierceness.

* * *

"They'll come for us." Carl warned, watching Beth who sat on the opposite end of the sofa trying feed Judith who was fussy, probably teething, refusing to take the bottle, whimpering in agitation.

"I'm counting on it," Shane said lazily, stretched out as they lay and sat on the bed on the opposite side of the room, his head in Andrea's lap.

A young African American man, probably nineteen or so, sat on the bed next to Andrea, his wide brown eyes full of resignation to the reality of what was happening to him. She was drinking from his wrist. He made a little involuntary noise of fear when she licked his wrist to seal the wound and then used it to pull him closer and kiss his trembling mouth.

" _Andrea."_ Shane warned.

"Why can't I?" Andrea asked petulantly, "He's so sweet and pretty."

"I told you—Noah's a blood slave, like Beth—no killin' and no fuckin' them. We need them alive to do important day work." Shane explained again with the air of someone who was indulging a beloved child.

"I won't hurt him—I just wanna _play_ a little." Andrea pouted and then licked the side of Noah's neck from his collar bone to his ear.

"You play too rough, baby—you're like a cat with a mouse—it's hot as hell, but there's a time an' a place." Shane said, "Humans are too fragile to screw around with if you want them to stay alive after."

"Then make him fuck _her."_ Andrea said, narrowing her eyes and zeroing in on Beth, "That'll make her stop staring at us with those wounded saucer eyes."

"No!" Carl protested; his jealousy over the girl still intact. If he couldn't have her he certainly wasn't going to let someone else take her.

"Virgin blood, honey." Shane said, "Governor'd have my hide if I fucked with his in-house supply."

"Then why'd he let you turn Carl?" Andrea asked, frowning over at the boy who had slid closer to Beth, trying to help her calm Judith, putting his hand on her arm.

When Carl touched her, Beth visibly shrunk back and whether in reaction to that or to Carl's proximity the baby started crying in earnest. She seemed to know something wasn't right with her brother now, maybe it was his lack of body heat, but she cried whenever he tried to hold her.

"Because it's the start of fulfilling his promise to me." Shane replied.

"Promise?"

"To help me destroy Rick Grimes." Shane said, as if it was obvious.

"I can't stand that racket—take her back to the nursery." Andrea ordered Beth, wincing at Judith's cries.

Beth jumped up, gathering Judith's things and gratefully fled the room with the baby, her eyes meeting Noah's in sympathy as she went out the door, her guard waiting there to make sure she went where she was supposed to go.

"You can go too." Shane ordered Noah, "It's time for Carl's lessons; escort him there."

Noah wearily slid off the bed, a bit woozy from blood loss.

"Make sure you eat something, take your iron supplements and drink plenty of fluids." Shane reminded him and Noah nodded, knowing it wasn't kindness that prompted the seeming concern. As he had told Andrea, Noah had value to the Governor. Shane was protecting his own ass by making sure Noah's stayed healthy.

Sticking his nose in the air Carl stormed out of the room ahead of the other boy, who followed as quickly as he was able.

"And what are _we_ going to do?" Andrea asked, her gaze sultry as she played with Shane's curls.

"How about a trip to the pens? See what came in on the latest round up? Cull the herd a bit?" Shane said tantalizingly.

"You _do_ have the best ideas sometimes." Andrea cooed, her pupils dilating, already envisioning the things she wanted to do to the prettiest of the new cattle...

* * *

The helicopter landed.

The split group barricaded themselves into the two shelters hoping that the thick walls would keep their heat signatures from showing. They had taken a chance coming here; a chance that the Governor would keep all the captives alive, that Andrea wouldn't say anything about any of their potential hiding places.

Scud's little video unit was set up to show them what was happening on the main street. They watched on the small wrist monitor he wore, a modified Apple watch with a one inch by two inch screen, another of his "toys."

Two large figures, all in black, helmets and body armor, heavily armed, walked down the street flanking a much slighter figure, more of a fussy science type complete with spectacles, unarmed but wearing a Kevlar vest and holding a white flag aloft.

"I come under a flag of truce." the officious looking little man yelled. "I have a message from the Governor!"

"Looks like he sent his butler." Daryl drawled cynically.

"Good one, bro!" Scud cackled, holding his other hand out for a high five, protesting when Daryl ignored him. "Don't leave me hangin'!"

" _Shut the fuck up!"_ Rick said to Scud angrily in a harsh whisper.

"My name is Milton Mamet." the little man said, "I would like to speak with former King County Deputy Sherriff Rick Grimes."

No one moved except to turn their eyes back to Rick.

"We have your children, Carl, Judith...and Miss Maggie Greene's sister, Beth? My condolences on the death of your father, Miss Greene. That was an unfortunate result of your refusal to acknowledge the inevitability of the Governor's victory." Mamet continued.

"Pompous little fucker." Scud snorted.

"Pot. Kettle." Glenn said dryly, side-eying Scud.

"Miss Harrison understands that inevitability." Milton said, "That's why she's chosen to join us as consort to Mr. Walsh."

Carol and Maggie exchanged a stricken look with Glenn.

" _Andrea...no..."_ Carol said and Daryl put his arm around her in comfort.

"I've come to offer you a deal, Sheriff Grimes." Milton yelled, sounding a bit angry that Rick hadn't yet showed himself. "I was told to make it face to face."

When there was still no sign of any of the group Milton motioned to one of his escorts who hefted a bazooka onto his shoulder and aimed it at the butcher shop.

"Andrea told us about the freezer in there—smart move by the way—but I doubt it will stand up to anything like the weapon my colleague Mr. Martinez has aimed at you right now." Milton said. "Come out now and I promise we will honor the truce while we hash out terms."

The entire group all drew their weapons, ready to accompany Rick.

"No—just me." Rick said. "The rest of you need to get to the woods—get out of here while he's busy making threats."

"You don't think they have men in the woods too?" Merle scoffed. "We're all in this together Officer Friendly." Then he and Daryl took up flanking positions on either side of Rick.

"Maggie, Glenn and Scud watch our backs." Carol said and then lifted the walkie, "Michonne? Can you read me?"

"The bank vault must be blocking the signal." Scud said, holding out his hand for the walkie. "I'll keep trying to raise them—you go."

Daryl fought his instinct to have Carol stay behind, there really was no safe place here, better to be out in the open where there was at least a possibility of escape rather than getting trapped in this box.

Rick, Merle, Daryl and Carol went out first, weapons ready. Maggie, Glenn waited just inside, covering them from the window and door while Scud tried to raise the others.

Mamet brightened on seeing them emerge, motioning for the man holding the bazooka to lower it.

"Sheriff Grimes I presume?" he asked pleasantly and extended his hand.

"What's the deal your master has in mind?" Rick asked, getting right to the point, ignoring the proffered pale soft handshake.

"Why I thought that would be obvious, Mr. Grimes." Mamet said jovially. "The Daywalker in exchange for your children."

* * *

 _So what will Rick do? Or maybe the better question is, what will the Dixons_ _let_ _him do?_

 _I don't endorse the Carol Peletier School of ear piercing BTW; that was pretty hardcore, (but kind of bloody awesome, LOL!) She wanted to show him how much he meant to her & have a part of her with him._

 _And Yay! Noah's alive;-)_


	6. Chapter 6

_Noah and Beth learn more about their situation in the vampire nest while the confrontation between the Governor's mouthpiece and Blade comes to a head_.

* * *

"You're good with her." the boy, Noah, who had been in the room with her and the others earlier said shyly to Beth as she laid down a finally sleeping Judith into her crib in the nursery.

"I've taken care of her since she was born." Beth said, quietly.

"But you're not her mom." Noah said, a statement, not a question.

Beth shook her head no.

"You her big sister?" he tried.

"Not by blood." Beth shook her head no again and then her face crumpled and she started to cry. "Carl was."

"They turned my daddy too." Noah frowned sympathetically. He understood the pain of seeing someone you cared about turned. Dead man walking wearing the face of a loved one, but knowing instead of their soul a demon had taken up shop inside.

"They killed mine." Beth said, her tears turning angry. Carl had gleefully informed her of that fact, the monster he had become taking delight in her sobs.

"A lot of us like her now...orphans..." Noah said, coming closer and looking down at Judith.

"Her daddy's still alive." Beth said. "He'll come for her... for Carl... my sister will come for me—all our friends—they're our family now."

Noah very deliberately turned away from the cribs and indicated Beth should do the same. She followed him to stand in the doorway of the room so they could see the whole room. When he reached the position he'd maneuvered them into, he surreptitiously pointed to the small camera high on the wall above them hidden by the clock it was attached to unless you were directly under it as they were now, in its blind spot.

"The rest of us... all the kids here?" Noah dropped his voice to a whisper and looked around the room at the other sleeping children, a small boy of about five, twin girls about eight and one other infant in a crib some distance from the others, "You think they'd take us too?"

Beth looked at the kids, a wrinkle forming between her brows at the responsibility he was asking her to take on _._ When she met his eyes she saw a small glimmer of hope behind his bruised looking gaze. She gave him a tentative encouraging smile and nodded yes. She was her father's daughter.

Noah's small sigh of relief rushed out of him.

"And there's the others—Blade and the brothers—they just came to help us. I think...I think they will help rescue us too; that they stayed with my family."

" _Blade?"_ Noah's mouth came open in disbelief.

"And these three brothers, the Dixons, Merle, Daryl and Scud. They came to the place where we lived, the prison. They helped us."

" _Damn_ girl." Noah said in a harsh whisper, looking troubled, "They're like, public enemy numbers one through four for the suck heads! You're just bait in a trap, Beth."

"I already knew that." Beth said wearily, "Shane and Andrea, they used to be part of our group, but Shane hates Carl and Judith's father, Rick. I'm sure that's why they took us."

"This Rick—he your group's leader?" Noah asked.

"He was...has been ...I don't know. When Judith was born her momma Lori died and Rick just sort of... _stopped_... my daddy had gotten real sick right before that... that just left Carol, Maggie, Glenn and me and Carl..." Beth said haltingly. She had looked up to Rick as leader before he'd had his break with reality. He'd gotten them to the safety of the prison after the fall of their farm, but losing his wife had unhinged him. Thank God for Carol and daddy... _daddy..._

Noah saw the tears form in the young blonde's eyes and felt sorry for upsetting her. They were in the same boat here, blood slaves to an evil vampire warlord, sailing up shit creek together.

"I bet you're right—they'll come for you—Blade's the best, all the suckers are afraid of the Daywalker, he's like their arch nemesis." Noah said, trying to reassure her.

"We can't just sit around and wait for them to rescue us." Beth said, wiping at her eyes. "We need to figure this place out, how it works...maybe even find our own way out."

"I can't leave them." Noah said, looking at the sleeping children. "I promised I'd get them home."

Beth sighed. She knew she'd never leave Judith behind either so an escape plan seemed like a pipe dream.

"Where's home?" Beth asked to change the subject.

"Richmond, up in Virginia. My daddy and me were trying to get back there, to my mom and my brothers when this all went down. Hit a vamp roadblock, wrecked the car trying to escape, they killed him outright, but they saw I was young and tasted me to see if I was..." he looked embarrassed. He'd been a seventeen year old virgin, which wasn't exactly cool as far as his friends had been concerned.

"Me too." Beth smiled. "Only reason we're alive."

"Yeah, suppose you're right." Noah agreed shyly.

"So how long have you been here?"

"Since it started, almost two years. Got caught in the first wave of abductions—me, Cammie and Lena—" He pointed to the twins, "...were held by the Syndicate bosses in Atlanta until the Governor came to power here in Woodbury. We were sent here as his welcome gifts, _party favors_."

"And the others?" Beth asked looking over at the sleeping kids.

"The little guy doesn't talk," Noah said sadly, looking at the small African American boy, "He was here when we arrived. I call him Bud—got no idea what his real name is."

"And the other baby?"

Noah's eyes went cold.

"She's one of them."

"What?" Beth's face went white. "Oh my god, who would do something like that to a _baby_?"

"As far as I can tell they were trying to make another Daywalker like Blade and it didn't work." Noah said with distaste, but also pity.

Bitten when his mother had been in labor, just the right amount of the vampire virus 'blood of the maker' had transferred to Blade, but filtered through the placenta before his birth to give him some of their abilities but still remain partially human. He'd grown like a normal human child, but still had the thirst, suppressed in him by Whistler's chemical cocktail that he had to still down regularly or risk his vampire half overtaking the human.

"They experimented on a _pregnant_ woman..." Beth said, horrified.

"More than one." Noah nodded. He'd give a lot to be allowed to put the child out of her misery but Mamet wouldn't allow it. The scientist wanted to see if she remained an infant mentally as well as physically. It was hard to imagine a more hellish existence than aging to adulthood trapped inside the body of a baby.

"But why would they want to make another Blade?" Beth asked. "Do they think they could control it?"

"I don't think that's it." Noah said, shaking his head, "That little scientist dude, Milton, he does all sorts of sick stuff like that trying to find a cure for Penny."

"Penny?" Beth asked.

"If you're lucky you'll never know." Noah muttered, shuddering. If he was being punished for any infraction of the rules one of his tasks was to clean up after the rabid little monster's feedings.

"Noah—I need to know everything." Beth pressed him.

"Governor's daughter." Noah said, looking sick. "Ten years old. Whoever turned her messed it up. She's like a feral animal. He wants her back the way she was and will do anything to make it happen. Milton's fixated on Blade's story as the one hope she has. If he can't recreate the same circumstances..."

"...he wants the original." Beth finished.

"And he'll do whatever he has to, to get him." Noah nodded.

* * *

"I know he's here with you—he was spotted at the prison with the Dixons, his known accomplices." Mamet said, negligently pointing to Merle and Daryl. "Now bring him out here or I'm afraid this truce will be at an end."

"You call that a _negotiation_?" Merle snorted disparagingly.

"I am known as a patient man, Mr. Dixon, but my colleagues, Mr. Martinez and Mr. Shumpert, are not. Our mission is to bring the Daywalker to our Master. If negotiation does not produce the desired results, then I'm afraid they will be forced to resort to more violent means."

Martinez flipped a switch on the bazooka he had pointed at the butcher shop and a slow whine started to build—the weapon was priming. The other bigger man, Shumpert pointed his gun at Carol's head.

"I know—going for the woman seems so sexist, but it usually works." Milton sighed, shrugging.

Daryl stepped in front of Carol.

"You'd die for _her_?" Milton said, amused, "Interesting; haven't you only just met?"

" _Kismet."_ a voice called from behind them and everyone standing in front of Mamet hit the ground. The sharp report of guns firing and all three intruders were down as well.

" _What the fuck!"_ Milton screamed, holding his bloody leg and writhing in pain.

Scud ran through the butcher shop doors and disabled the bazooka, shutting off the whine. He looked down at the two guards, both of whom had holes blown through the back of their helmets dead center, dead before they hit the street.

"Them armor piercing rounds are the _shit_ , B!" Scud cried, kicking both of the dead familiars hard and muttering a series of scatological insults to show his disgust with them and then grabbing up the heavy weapon to examine it lovingly. "Oh man, this Betty is _sweet!_ " he laughed with delight, a kid with a new toy.

Blade and Michonne came down the street, their long strides in perfect synch. The Daywalker was holstering his twin guns. Michonne handed him a smaller pistol which he put back in a shoulder holster and then she unsheathed her katana to hold at the ready as they moved to where Mamet lay moaning in pain.

"Merle—take Grimes and secure the chopper." Blade ordered. "Daryl—see to 'Wire rims' here." he said, indicating Milton. Then he pointed to the dead, "Scud, Michonne—get everything we can use off these two."

"Come on, Dick, let's go check out our new ride." Merle said heartily and took off at a jog, Rick reluctantly following.

"Maggie and Glenn, get our gear ready to go—fifteen minutes and we're out of here." Blade gave the last instructions out and they moved to do as asked.

Grabbing his med pack Daryl moved forward to see what he could do for the survivor of Blade's pre-emptive assault. Carol went with him, both kneeling to tend to the injured man.

"You can't do this!" Milton protested to Blade, unable to comprehend what had just happened. "I was under a white flag!" He whimpered in pain, but his righteous indignation at how he'd been treated was strong enough to lessen the true agony of being shot.

"Looks red to me." Carol said dryly. She had folded the white cloth into a compress and was using it to staunch the blood flow from the two wounds on his thigh, pressing down hard.

"I don't think you hit the femoral artery—he'd have bled out already." Daryl said to Blade who watched impassively.

" _What?!"_ Milton squeaked fearfully and then scuttled back when Carol pulled out her new trench knife to cut away the fabric of his pants so they could visualize the area where the bullets had entered.

"Let's roll him first." Daryl said, wanting to check for an exit wound. There was only one, which meant that the other bullet was still inside the meat of the leg. Though larger than the hole in the front, the single exit wound wasn't anywhere near as large as it should've been with the kind of rounds Blade had used to kill the other two.

"You had her use smaller ordnance on _him_." Carol said, looking over at Michonne and raising an eyebrow when she returned her gaze to Blade. "You needed him alive."

" _Observant."_ Blade nodded at Carol in approval and gave her a rare grin. Then he looked at Daryl. "I think you're well and truly fucked with this one, son. You better treat her right."

"Number one with a bullet, B." Daryl agreed.

Carol snorted at his little bad joke.

"I _do_ need to get the other one out." Daryl said, "Don't know how deep it's in there."

"How long will it take?' Blade frowned.

"What? No! I need a doctor!" Milton squealed, struggling against Carol's hold on his leg, while she worked, still trying to keep pressure on his thigh to slow the blood loss.

"Depends on how much he squirms." Daryl said and then with a quick right cross, made that a moot point.

Carol gave a little grunt of approval and then Blade reached down and bodily lifted the now unconscious henchman over his shoulder to carry him into the butcher shop and lay him out on one of the metal butchering tables for the impromptu surgery.

Trailing after him, Daryl and Carol started pulling supplies from the med kit.

"You got ten minutes." Blade told them. "They don't check in, someone's coming looking for them. We don't want to still be here when they do."

"And go _where_?" Maggie asked, looking up from her packing, sounding frustrated.

"The ends of their noses." Blade said cryptically and strode back out the door.

"What the hell does that mean? What about Beth and Carl and Judith?" Maggie asked, looking at Daryl, but he was busy rubbing antiseptic cleaner over his hands while Carol used more of the stuff to sterilize the hemostat he'd be using to dig around in Mamet's leg looking for the slug, hoping it hadn't hit bone and broken up into more pieces.

"Maggie—come on—we need to get this stuff loaded." Glenn said, pulling her back on task. She didn't look happy about it, but she went back to work.

"He'll do everything he can to get your sister back." Daryl said quietly as he took the instrument from Carol, "And Rick's kids." and then he bent his head to the duty he'd been given.

Maggie met Carol's eyes and the older woman nodded, silently telling the younger she could believe what Daryl was telling her.

* * *

AN: _I know, just when you didn't think the Governor and Milton could get any more evil: turning a baby...ick._

 _Medic Daryl and Carol working together so seamlessly gives me happy;-)_

 _Thanks for reading!_


	7. Chapter 7

_Vampire Shane recalls how he came to be made and contemplates taking his revenge on Rick while Blake anticipates the arrival of Milton with his captive and Carol tries to ensure Daryl's safety in an unorthodox, but oh so Carol way._

 _Warning_ _: Sexually explicit vampire making scene._

* * *

 _"Of course I'll hurt you. Of course you'll hurt me. Of course we will hurt each other. But this is the very condition of existence. To become spring, means accepting the risk of winter. To become presence, means accepting the risk of absence."_ ― Antoine de Saint-Exupéry

* * *

"They got him." The young minion excitedly said, "The _Daywalker_!"

"Break it down for me, Radar." Shane drawled, coming to stand before the kid hovering in the doorway. He'd been awoken from his day sleep by the insistent knocking and found himself alone in the master's bed chamber.

"Transmission from Milton—he said they were in route—cornered him in one a' those little Podunk towns west of here and were able to get close enough to use the stun net on him." the young familiar beamed. An adaptation of stun gun technology, it was one of the newest weapons in the Syndicate's tech upgrades to fight Blade.

"Just Blade? No one else?" Shane asked, disappointed, motioning for the kid to follow him into the room. "Last we saw, Dixons and he all hooked up with my dear old friend Grimes and his bunch at the prison."

"Milton said he was alone." the kid shook his head, "Looks like he was scouting the town looking for a place for the rest of them to stay safe."

"So he _does_ know where they are." Shane said, nodding, looking pleased.

"He's still out cold though." Radar shrugged. The net delivered enough volts to put an elephant on its ass.

"Then you and I will have the pleasure of interrogating him when they arrive." Blake spoke from the doorway. He entered the room and moved to stand next to Walsh, his hand on the other man's shoulder, caressing down his muscular arm to affirm his presence.

Andrea slinked in behind him and Shane bristled slightly when he realized that they smelled of blood and sex.

"And you're all about pleasure, ain't you?" Shane muttered, sulking. The Governor had the right to take her as often as he wanted, but the idea of losing his own status and power as the Master's favorite bed mate was something he wouldn't tolerate.

Blake laughed low and turned, grabbing the back of Shane's neck so he could pull the shorter man back against him.

"Behave and I'll let you help." the head vamp purred, his other hand slipping around to Shane's jaw line to yank his head to the side and then lick the jagged scar over his carotid left by the violence of his making.

Walsh felt his master's hard cock settle against the denim clad cleft of his ass and sucked in a breath. He heard Andrea's breathy sigh of anticipation.

"Uh...the um... the helicopter... I'll just..." the minion everyone called Radar said quickly, backing to the door, knowing the overt sexual vibes with which the three vampires were pulsating meant they could go into a frenzy at any second, draining any human within sight to fuel their lust.

" _Radar?"_ Blake commanded softly before the familiar could make good on his escape.

"Yes master?" The human closed his eyes, his hand on the door knob, and his back against the door, counting what he hoped weren't the last seconds of his life.

"You'll notify us when the helicopter arrives." Blake said, "That'll be all."

"Of course!" Radar nodded vigorously and whipped open the door, practically throwing himself through it in his haste to be gone.

"So Milton actually came through?" Andrea said, coming to stand in front of Shane, held still by Blake, whose hands roamed over his lover's chest, finding the buttons and then pushing aside his shirt to stroke his well defined chest and pinch already tight nipples until the other man moaned.

Andrea unfastened Shane's belt and fly, stripping his pants down his legs, kneeling to pull off his boots as well.

Her soft hands stroked him, his shaft straining up, hard and tight against his belly. Then he felt his ass being spread and sighed at the sensation of wet lapping at his tight opening just as her lips opened around the head of his dick and engulfed him.

When the tongue rimming him pushed inside he groaned, knowing he was being lubricated for the next part, the pleasure pain that always gave him the hardest hard-ons and the most mind blowing orgasms he'd ever felt. The idea that another man's dick in his ass could feel so good had blown his mind.

When he'd first been captured Shane had resigned himself to the pain and humiliation of rape. He'd seen the lust in Blake's eyes as they roamed his muscular body when he'd stripped him and tied him up for torture, but when it came right down to it the vamp had waited to fuck him until the actual turning, when the blood lust became pure _lust_. From the first time, the Governor had made it impossible to resist.

Bound, blindfolded, helpless, Walsh felt the kiss, the cold lips closing over his, the tongue thrusting into his mouth and then licking down to his pulse point; the fangs scraping against his throat as his head was turned to the side, the quick sharp penetrating pain of the bite, the venom mixing with his blood as the vampire feasted, making him light headed and fully aroused, his dick springing to full erection in seconds, the unbearably strong cool hand closing over it, jerking him to a mind blowing orgasm as the life was drained from him, opening his mouth to scream and having it filled with the Master's blood, swallowing convulsively, so thirsty for the coppery salt taste he couldn't get it down fast enough.

When the next orgasm racked his body it came with such intense pleasure that he couldn't keep breathing through it, and then realized he didn't _have_ to—he was dead—and any trace of remorse or shame that he might have previously felt had been purged from him along with his soul.

After that it was easy for Shane. His existence was to please his Master, his maker. The only needs and desires important to him were what would best serve Philip Blake: that meant giving himself over completely.

Hot blood drenched his body, that of the innocent that Blake had used as Shane's first fuck and kill... teaching him that the bite itself acted like an aphrodisiac so his victim would die loving it. He'd reveled in the sensation of being buried balls deep in the girl's virgin pussy while he drained her... so high himself that when strong cold hands gripped his hips and bent him forward he didn't fight it. He felt the blunt fingers draw the thick blood down the curve of his ass and then push up into him. He paused only briefly in his fucking of the girl and then the slow slippery stroke circling inside his anus started to feel _good_ and he returned to thrusting into his prey, each movement back driving the digits in his ass deeper until in one swift movement they were removed and replaced by a very hard dick seeking entrance.

Shane grunted and the hands behind him soothed over the strong muscles of his behind, spreading him open further and inexorably pushing forward until with a strong thrust and groan of satisfaction the head was inside with a burning stretching feeling of fullness like nothing he'd ever known. His own cock swelled in response and the girl, clinging to life, orgasmed involuntarily as he pounded into her g-spot, tightening around him until he lifted his mouth from her throat and screamed at the overflow of sensations.

With a wicked laugh of satisfaction Blake started to move then, thrusting forward until his belly was resting on the small of Shane's back, then easing back until he was free of him and slowly pushing in again, teasing the penetration, repeating it several times, making the other man crave it, beg for it.

" _Jesus, just fuck me already!"_ Shane whined, his balls feeling like they were going to burst, his dick harder than ever inside the tight dying virgin, her blood singing through his veins.

That malevolent laugh again and then he was being reamed deep, bruising hands on his hips pushing him to keep fucking the girl while he was being fucked and it seemed to go on for hours, trapped right at the edge of coming, the pressure on his dick, the glory of the blood, and then his head exploded with a rainbow of colors behind his eyes and he flooded her with gouts of his semen, howling and sinking his fangs back into her throat, ripping out her carotid, the last of her arterial blood spraying in his face, bathing them all in the heated shower. He felt a rush of heat in his bowels as his master groaned and spasmed behind him, collapsing forward as he came, turning Shane's head to the side so he could share the girl's blood in a deep kiss.

Andrea sucking him off while the master fucked him was almost as good; she had a talented mouth and knew how to take him deep into her throat while she cradled and rolled his balls, but without the burning heat of virgin blood it could never bring him to the same heights.

After, as he lay on the bed curled between the two, sated for now, he wondered how Rick would taste, if his heart's blood would be as sweet as Carl's had been; if he'd just fuck the boy's father as he killed him or turn him; if his need for revenge over Lori would outweigh his lust and desire for a strong ally when he finally saw his ex-partner, his former best friend, again. He and Rick had been good partners once—who's to say they couldn't be again? What wouldn't Rick do to protect his children?

Now that they had Blade, it wouldn't be long until all of his former friends would be within their grasp. Andrea's turning had gone well, there was no reason to believe that the rest would be any more able to resist. Carol and Maggie would be fine additions, as would Glenn, all attractively fuckable and strong, either as minions or to turn. Beth and Judith would be their leverage there. The outsiders, Michonne and the Dixons, however, would be more trouble that they were worth to try and tame. They could be entertaining though—as nice toys for the Master or for the Arena.

Drifting off into the day sleep he briefly wondered how far out Milton had been that it was taking so long to return to base, but the thought was lost as he let the lethargy take him, confident that Radar would wake him and his Master in due course to greet the fussy scientist and his prize.

* * *

The helicopter's rotors had barely slowed when the roof watch saw the two guards that had been with Milton jump out, AK-47s at the ready, scouting the rooftop, and then turn back to help Mamet down. The men on watch duty ran forward when they saw him stumble, but the helmeted guards kept a tight grip on him, holding him up.

"I'm shot—need to get to the infirmary—you need to get the Daywalker and take him to the Box!" Milton shouted above the engine noise. When the watchmen blanched Mamet reminded them that Blade was unconscious within the stun net. If he started to come around they could shock him again. This seemed to mollify the men and they entered the body of the chopper as Milton's guards helped him down off the helicopter pad and to the stairs.

Stopping just inside the door, Milton grimaced from the pain of putting weight on his injured leg.

"Now what?" he asked the two men clad in the black body armor they had taken off his guards.

Lifting their face shields, Daryl and Rick regarded the scientist coldly.

"That bitch shot me! I need to go to the Infirmary." Mamet whined.

"Where are they keeping the kids?" Rick asked.

"The P-p-parthenos." Milton stuttered, looking a bit green, holding his hand over his mouth.

"You puke on my shoes _I'll_ shoot you again." Daryl snarled, holding his gun a little higher.

"What's the Parthenos?" Rick asked menacingly.

"Room of the virgins—deep in the center of the complex—and one of the most protected in the place if they keep to the Greek tradition." Daryl said. When both Rick and Milton looked at him quizzically he shrugged, "So I took an ancient History class in college."

"He's right." Milton nodded, "No one gets in there without the Master's express permission."

"Not even his chief scientist and his guards?" Daryl asked.

"I'll have to report to him first—if I don't he'll know something's wrong." Mamet argued.

"But won't he be in day sleep now?" Rick asked. That was a big part of the plan, come in when the suckers were down for the count; only have to contend with minions. Merle, Glenn and Blade would've taken out the two on the roof by now, changing out their uniforms to continue the infiltration.

"They'll have told him I was bringing Blade back—he'd want to be roused for that." Milton explained.

"Son of a _bitch!_ " Rick fumed, shoving Mamet back against the wall.

" _Rick_ —Rick, we planned for this—right?" Daryl said, pulling a small remote control, the size of a cigarette lighter, from his vest pocket. Then he looked Mamet square in the eye.

"You know what happens if I activate this, right?" Daryl asked the cowering little man.

"I know your girlfriend is pretty d-damn scary..." Milton nodded soberly, gingery touching the small freshly glued wound just under his hairline at his nape.

* * *

"This plan _sucks_." Carol said, her mouth set in a grimace of displeasure. Everyone was preparing to leave the small town where they'd been trying to catch their breath and regroup when Mamet had discovered them.

She was helping Daryl put on the black protective armor worn by the two men that Blade had taken out in the street not long before. His shoulders pulled the thin neoprene stretch long sleeved tee tight and the material also clung to his chest and abs, making her pissed off by inviting her touch when she was angry with him for going along with his boss's foolhardy plan.

"You got a better idea, let's hear it." Daryl shrugged, "This is our best chance to infiltrate the place, find those kids and maybe even take out Blake; we have to do it."

"You know how many things can go wrong, don't you? One missed code word, Mamet queers it some how...wait... hold on..." Carol turned away and strode out of the room, on the hunt for the youngest Dixon who was running a check on their gear in the same room where they had left Blake's chief researcher tied up, recovering from Daryl's impromptu surgery session on his leg wounds, guarded by Momma sitting at attention by his bedside.

With an impatient swear Daryl grabbed up the rest of the gear and followed her, only to find her with her head together with his little brother, thick as thieves over something.

"Yeah—what do you want with it?" Scud was asking suspiciously, "Something like that would have to be fuckingly fine tuned so it didn't take out more than you'd want it to..."

"But can you do it?" Carol asked impatiently.

"It ain't exactly ethical." Scud mused, looking uneasy, but impressed.

" _Scud?"_ Carol said in that scolding tone that mothers use to impress upon their children the importance of a task or an order.

"I can do it..." he agreed, but looked over at Daryl, "...but I'll need his help."

Looking triumphant, Carol surprised Scud with a spontaneous hug and kiss, the latter of which he took great pleasure in Bogarting a bit, grabbing a quick handful of her ass and slipping her a little tongue before strong hands grabbed him by the collar and lifted him up and away from her to land on _his_ ass, looking up at a very pissed off Daryl.

"I have no regrets whatsoever." Scud sighed, looking longingly over at Carol, who was giving him a narrow eyed look, "If I had time I'd go rub one out right now thinkin' a those sweet lips and that fine ass... you're a lucky man, bro." he sighed to Daryl.

"But you don't have time because you have got _work_ to do." Carol admonished, blushing a little, looking oddly flattered to know the young man thought her spank worthy material.

"Just get your ass up and tell me just what you two are thinkin'." Daryl growled.

"You'll need your superglue suture kit again." Carol told him.

"And I'll need to jigger with a popper so I can put the charge into something small enough to go sub-cue." Scub sniffed thoughtfully, rummaging through his kit.

"Back of the head'll be the best placement. His hair will hide it." Carol said.

"You want us to put a tiny bomb in his _head_?" Daryl said, his mouth coming open to stare at them. "Holy shit, woman!"

"If I have to send you into perdition I'm giving you every advantage I can think of, _all right_?" Carol rounded on him angrily, poking her finger into his chest. "I already told him if he tries to give you up, I'd kill him. I want him to know that means the _second_ he does it."

Daryl just shook his head at her, in awe.

"Sure as fuck glad she's on _our_ side," Blade said from the doorway, where he, Merle and Rick stood, eyebrows rising, silently nodding in agreement.

"Chopper's ready—how long you gonna be?" Merle asked Scud.

"Give me fifteen to rig it, then another twenty or so for Daryl to install it." Scud said, and then snorted when he saw that Daryl had Carol in a clinch, exploring those soft luscious lips with fervor, _both_ hands on her ass.

"And...uh...ten for _them_ to bump uglies one more time in the back room?" Merle snarked.

Daryl's single raised finger was met with mocking laughter from both his brothers. He ignored them and hoisted Carol up so her legs were wrapped around him and carried her into the back room, slamming the door behind them.

Momma padded over to the door, turned twice in a circle and lay down in front of it, guarding her people.

* * *

AN: "sub-cue" is subcutaneous=under the skin. The device here is a gloss on the device Scud invented for Blade to stick onto his enemy's head in Blade 2. I needed it to be smaller and unseen, so I used the ones in The Kingsmen as a model. Fun movie if you haven't seen it BTW!

Like I said, it's an oh so Carol way she protects her Pookie;-)

Thanks for reading!


	8. Chapter 8

AN: In my never ending quest to update my WIPs, here's another chapter on this one! When last we left this cross-over AU, the Dixon brothers, Merle, Daryl and Scud, who work with (for?) the Daywalker, Blade, were ready to help Rick Grimes rescue his kidnapped people, including his children, and Beth and Andrea, from the clutches of the vampire lord of North Georgia, the Governor, and his chief lieutenant and lover, vampire Shane Walsh.

Their mission continues...

* * *

" _Madam, you have bereft me of all words,  
_ _Only my blood speaks to you in my veins..."_ _―_ _ **William Shakespeare**_ _,_ _ **The Merchant of Venice**_

* * *

"You worried?" Scud asked, attempting to draw Carol out of her pensive reverie as she stared at the blinking signal in the screen showing the tracking device he was using to keep tabs on Daryl and the rest of the rescue party. She'd been sitting beside him, one hand stroking the top of Momma's head and ears since the helicopter had passed out of sight and they'd gone back in the meat locker to wait.

Though initially they'd planned to all leave, the fact that Milton had lied and said that only Blade had been in the town changed that decision. With the town declared clear it would be safe for a few days and make a good base of operations. If all went well, it would be a safe place for the children to be brought.

Maggie's arm injury made her one of those chosen to stay behind to help make sure they'd have a secure site to return to after the mission. They needed Scud someplace safe to monitor the action and work on creating more weapons. Carol had balked at remaining behind, agreeing only after Daryl had reminded her it'd be up to her to come after them if it all went bad.

At their goodbye neither could say the words. Instead, when he'd told her to "Stay safe" she'd come back with, "Nine lives, remember?" and he'd chuckled before kissing her hard.

Their kiss had raised eyebrows and brought smiles to both his brother's faces.

Scud's voice made the sitting dog gazed up at him and gave a low chuff, like a whispered warning bark not to upset her and leaned more heavily against Carol's leg.

"Aren't you?" Carol asked, looking up at him. His shaggy hair was partially obscuring his eyes and he was chewing on his thumb cuticle, the nail already gnawed down to the quick.

Feeling her scrutiny made him a bit twitchy and he took the half smoked cigarette from behind his right ear and started fidgeting with it, spinning it between his fingers. When he raised his thumb to his mouth he saw the welling of bright red from where he'd stripped the thin skin around his nail bed. He stopped, staring at it, letting it drip.

"It all comes back to blood, doesn't it?" he mused.

"What?" she replied, frowning at him. Making an impatient noise in her throat she took hold of his hand and pushed her thumb down hard against the self inflicted small wound to stop the bleeding.

"Me n' my bros, we're blood. Rick chargin' in after his kids, Maggie's freak out over her pop and sister?" with his free hand he pointed towards the roof where Maggie was on watch. "That's 'coz they're blood."

"Family isn't just about blood." Carol argued, meeting his denim blue eyes, the same blue as Daryl's eyes, when he glanced back at her. The people she'd come out of Atlanta with, then Hershel and his girls, they felt like family to her. And now so did Daryl and his brothers.

"For the vamps it is." Scud reminded her. "They got bloodlines just like people."

Carol knew it was true. Finding the First—the original patient zero—might be the only way to stop all of this.

"And our blood?" he kept on, "We got it; they want it... need it to live, just like us."

"We're food for them." Carol sighed.

"Everything's food for something." Scud shrugged. "If that's all it was we might be able to work something out."

"What? Like pig's blood methadone style clinics or soup kitchens where the vamps line up for some O neg. twice a day?" Carol asked sarcastically.

"It could work... if that's all it was." he nodded, ignoring her tone.

"But it's not." she said bitterly.

Scud pulled his hand from hers.

"Nope. They die first, before they turn. Takes away their soul. Pure evil straight from hell steps in. Gives them the thirst." Scud stated, pulling out an old style silver flip top lighter, lighting the cigarette and taking a long drag, "Never met one that could resist the thirst or even wanted to, except B..."

"He's not really one of them..." Carol frowned. She'd seen his incisors, filed to points and had wondered at the affectation.

Scud shook his head at her, taking a short puff on his smoke and blowing it out through his nose.

"He's _half_ vamp: the Daywalker. That's why their scientists want him. Day sleep slows them down. If they can conquer the sun nothing can stop them."

"So you think that means he still has a soul?" Carol asked.

"Most definitely. Full vamps? They're _all_ evil. Whatever someone was like before they got turned don't matter. It's like all their base urges have free rein to be the worst they can be. No inhibitions about _nothin_."

"They don't just kill to feed." Carol nodded. They both knew that captive blood slaves, especially virgins, were a highly prized and preferred source of nourishment.

"They kill for pleasure, for entertainment, the sexual high..." Scud nodded again. "When I was with them... dude, you wouldn't believe some of the fucked up shit I saw." he shivered exaggeratedly and made a face as though he'd tasted something vile.

"When you were an acolyte." Carol said, raising an eyebrow at him.

"When I was undercover _pretending_ to be an acolyte." he corrected. "Had to get close enough to them to get to Daryl."

"Did you kill anyone?" Carol wondered aloud, her voice soft and speculative.

"Dusted a lot of vamps." he said evasively.

"Not what I meant." she shook her head at him then looked away.

"People?" he tilted his head and squinted at her.

"There was this kid, Randall, about twenty..." she said after a long pause to gather her thoughts, "He was injured and Rick brought him back to our camp to have Hershel help him." Carol stood looking out the window onto the street. "He was part of a bigger group... the worst sort... murderers, rapists; men who rounded up humans to sell to the vamps as blood slaves or worse. He claimed he was innocent, hadn't done any of it; was just with them trying to survive..."

"Rick pop him? The kid?" Scud asked, thinking that would've been the safest thing to do even while he identified with their captive. In his search for his brother he'd seen some pretty deeply terrible shit. _Rather be a pet than cattle._ That's what he'd told Blade and Whistler when he'd lost hope and thought of cutting his losses and just giving in, staying acolyte to the suckers when he'd hit another dead end in the search. They hadn't given up on him, even though he irritated the shit out of Whistler, and proved it by breaking Merle out of prison to help find Daryl.

"They wanted us to vote." Carol said, frowning, her brows drawing together in remembrance.

"Vote?" the youngest Dixon looked perplexed.

"On what to do with him." she explained. "Dale wanted to let him stay and become part of the group. Maggie thought we could keep him as a prisoner. Shane said we couldn't trust that he wouldn't go get his buddies and come back and take us all..."

"What did _you_ say?"

"That I didn't want the responsibility of deciding." Carol grimaced. "Dale said that was the same as pulling the trigger myself."

" _Daaamn!"_ Scud drawled. "That's a load to pile on somebody. What happened to old judgmental Dale?"

"My little girl tore his throat out." Carol said on a sigh.

" _Shit_ Carol!" Scud's eyes went wide.

"She got lost—separated from the group—when... when we were hit by a band of scavengers." Carol said, closing her eyes, remembering the feel of Lori's sweaty hand held so tightly over her mouth to keep her from crying out and betraying their hiding place when Sophia bolted from the one she'd been in with Carl, too scared of tight places not to panic. "She was out in the woods missing for almost a week. She was twelve."

"Got turned." Scud nodded in sad understanding. "Fuck, I'm sorry."

"I can kill. Now. After that?" Carol murmured. "I do whatever I have to, to protect the people I love. Not just from suckers. I've killed acolytes. People who were attacking us."

"That what happened to that kid? Randy?" Scud asked, wondering if this was a confession.

Carol shook her head no. Back then it wasn't something she'd been capable of doing, even as she wondered if he'd been part of the group that had hit them the day Sophia ran away. It could've been easy to assign him the blame if she hadn't already blamed herself for not protecting her child...

"Shane killed him—snapped his neck—right before he tried to kill Rick and then he was taken. The night the Farm was overrun. The rest of us? We barely got out." She'd thought she was dead that night. If not for Andrea holding off the vamps so she could make it to the truck with T, Lori and Beth...

"Walsh was like that _before_ he was turned?" Scud winced. He knew that the Governor was a first class asshole, but this former group member of theirs sounded like he was a close second.

"That's what they're walking into." Carol said, chewing on her lower lip. "That's why I did what I did."

"What you had me do to that guy, Milton?" Scud rubbed his chin with the back of the hand he was still holding the cigarette with, a nervous gesture. "Yeah, that was some pretty cold shit, Foxy."

Carol dropped her head, shaking it back and forth slightly, acknowledging it. She'd had him turn a man into a bomb.

"Said you'd kill to protect the people you love..." Scud said slowly, raising one eyebrow and grinning at her wickedly. "Guess... that means... you love my _brother_."

Carol's head came up, ready to utter a swift denial until she saw the teasing look on Scud's face. She smiled a dimple teasing one cheek, and blushed at the memory of Daryl's kisses, the taste of him, his body moving with hers, _in_ hers, powerful and heated, but more than that, it was the _rightness_ , the connection when they were together that consumed her thoughts.

"Daryl's one of the good guys, but he's always as morose as _shit_." Scud continued, tapping off the long gray stack of ashes at the end of his cigarette and watching them drift to the floor. Ain't seen him look at any woman twice since Tally... ain't been _happy_ since we pulled him out of cold storage." He looked up at Carol with the start of a very sincere grateful smile playing at his lips, pointing at her and then taking another drag and blowing it out before adding, "Not till he met _you._.."

Carol wanted to deny it—that she'd had anything to do with Daryl's improved state of mind—they'd met less than forty-eight hours ago. It was ridiculous.

Wasn't it?

"A man can find a reason to keep moving on a thirst for revenge, but he can't _live_ on it. Too cold. Nothing to live for after he gets it..." Scud let the smile bloom, lighting his handsome face from within, his eyes shining with unshed tears.

Carol saw what he feared for his brother, that despite everything, he could still lose him at any time. That once Daryl had his revenge he would just decide to stop moving, stop living.

"Then again could just be that you got a magic pussy..." Scud shrugged, sniffing back the tears and then sucking down hard on the last of the cigarette, making the end glow ruby orange, his cheeks hollowing.

And the smart ass was back.

" _You'll_ never know." Carol retorted haughtily, but her moist eyes and small smile made it clear that she understood that Scud was grateful that she cared about Daryl and that his burgeoning feelings for her could be a reason to stay tethered to this life.

"Yeah, my brother's one lucky son of a bitch, Foxy." Scud blew out a grey cloud, obscuring his face and then tossed the butt, grinding it under his boot heel. He gestured at the screen.

"What?" Carol said, leaning closer.

"They're on the move again. I think it's goin' down." he said with concentrated urgency.

Carol switched on the walkie, letting Maggie know to be ready.

* * *

"Your ass looks mighty fine in them britches, my Nubian queen." Merle said, eyeballing Michonne's backside in the tight black Lycra pants that were part of the guard uniform she was quickly pulling on in the cover of the big helicopter bay. The man she'd removed it from lay next to his fellow roof guard, their cleanly severed heads resting in between their legs.

The blades of the dual katanas that suddenly appeared crossed over his Adam's apple had the eldest Dixon hold completely still.

Glenn stopped donning the other guard's uniform and gave an uncertain look to a supremely unconcerned Michonne who was busy stuffing her dreads up into the identity concealing helmet.

"Now come on now B, that's just pure aesthetic appreciation!" Merle whined, sounding so much like Scud that Blade snorted in derision and snicked the swords away, sheathing them behind his back. Merle winced, taking a single step back and lifting his right hand to wipe at the drop of blood drawn by the master's blade.

"We need to move." Blade announced, ignoring Merle after simultaneously putting him in his place and laying a none too subtle claim to Michonne. "They were supposed to take me to a holding facility where Blake will come to gloat over capturing me. It's the best chance we'll have to take him out."

" _We need to find our people!"_ Glenn insisted in a harsh impatient growl.

"That's Rick and Daryl's job, not ours." Michonne reminded him. She knew Glenn was anxious to find Beth, to return Maggie's sister to her, but Blade was right. This was too good an opportunity to ignore. Blake needed to die.

"We stick with the plan." Blade said flatly and then turned to Merle. "Stay out of sight in here and stay in touch as best you can. If they show back up with the kids you get them out of here, don't wait for us." As the only one among them who could fly the bird Merle needed to remain with the copter and keep it from being taken back by the Governor's forces.

"You got it, Dark Knight." Merle made a show of checking the ammo load on both his Colt and sawed-off, and then holstered both of them before picking up an AK-47 and grinning wide.

"What about Andrea?" Glenn asked, his worried gaze on both Merle and Blade.

"We find her. We set her free." Michonne said in a sad flat voice.

All of them were aware of the double meaning of her words.

"We need to move." Blade ordered. He divested himself of all of his visible weapons, placing them in a long black canvas gun bag that would be carried in by Glenn.

Glenn and Michonne helped secure him in the full body restraint, snapping the hockey goalie style mouth guard mask over his mouth. All of the bindings had been weakened by strategic cuts to the thin Tungsten steel cables covered by leather so when they reached the inner chambers he could break free more easily.

"I like it—very Hannibal." Glenn quipped with a tight grin.

Blade's narrow eyed gaze glittered at him and he flashed fang and actually _hissed._

"We're ready." Michonne said.

From beneath the mask Blade nodded and they lifted up into vertical the pushcart that would transport him into the devil's lair in a town once known as Woodbury.

"The Daywalker is secured. We're on the move to Target two." Glenn said, pressing down on the comm. unit attached to the shoulder of his body armor vest.

"Roger that." Daryl's voice responded from the unit. "We have a lead on Target one. We'll keep you apprised."

Michonne and Glenn exchanged a quick hopeful look. In case anyone else was listening in on the comms. they couldn't speak in specifics, but the archer's words still gave them hope.

Target two was taking out the Governor and Shane.

Target one was locating and recovering as many of their people as possible.

* * *

Thanks for reading!


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